Common use of Examination of Title Clause in Contracts

Examination of Title. Within ten (10) days after the City gives Notice of Exercise of Option, Fire Department shall obtain and provide to the City for examination an ALTA commitment for title insurance for the Property (“Title Commitment”) issued by a title company that is agreeable to the City and Fire Department, and is licensed to write title insurance in Wisconsin (“Title Company”). Said Title Commitment shall commit the Title Company to insure title to the Property by an owners’ standard form ALTA policy in the amount of the fair market value of the Property. The City shall have until five (5) business days prior to the expiration of the Due Diligence Period to deliver to Fire Department written notice of any objections to the condition of title. If the City fails to deliver such notice five (5) business days prior to the expiration of the Due Diligence Period, then the City shall be deemed to have approved of the condition of title as shown by such commitment. Exceptions to title approved by the City hereunder shall be deemed to be “Permitted Exceptions.” If Fire Department, through the exercise of commercially reasonable efforts, is unable to cure such objections to the condition of title prior to Closing, or cause the Title Company to commit to insure over such objections to the condition of title at the time of Closing to the satisfaction of the City, the City shall have the option, exercisable by written notice to Fire Department on or before the Closing Date, either to: (i) terminate this Option Agreement, in which case this Agreement shall be null and void; or (ii) waive any uncured objections to the condition of title and perform pursuant to the terms of this Option Agreement, notwithstanding any uncured objections to the condition of title. If the City does not give timely notice to terminate this Option Agreement, then the uncured objections to the condition of title shall become Permitted Exceptions and the City shall be deemed to have waived its right to terminate this Option Agreement pursuant to this Section 3.a. Notwithstanding anything to the contrary set forth in this Option Agreement, Fire Department shall have an absolute obligation to satisfy or discharge any mortgages, money judgments, or other liens disclosed in the commitment capable of discharge upon payment of an ascertainable amount. All costs of providing such title commitment (including the GAP endorsement), and of issuing the title policy pursuant to such commitment, shall be borne equally by the Parties and shall be paid at or before the Closing. After the effective date of this Option Agreement, Fire Department shall not (without first obtaining the written consent of the City): (i) permit any additional liens or encumbrances to be recorded against the Property, (ii) enter into or modify any agreement with respect to the Property, or (iii) initiate or consent to the change in any zoning and/or any other governmental law, permit, license, ordinance or regulation applicable to the use, occupation or operation of the Property, unless approved by the City. The City shall have the right to order a gap endorsement at Fire Department’s expense. The City shall be responsible for the costs of any other endorsements requested by the City. Fire Department agrees to execute any affidavit reasonably required by the title insurer to provide gap coverage and to remove any standard exceptions to title.

Examination of Title. Within ten (10) Purchaser shall be allowed until 6:00 p.m., 10 days after the City gives Notice of Exercise of Option, Fire Department shall obtain and provide prior to the City for examination an ALTA commitment for Completion Date (Requisition Date) to examine the title insurance for the Property (“Title Commitment”) issued by a title company that is agreeable to the City property at his own expense and Fire Departmentto satisfy himself that there are no outstanding work orders or deficiency notices affecting the property, and is licensed that its intended use will be lawful. Vendor hereby consents to write title insurance the municipality or other governmental agencies releasing to Purchaser details of all outstanding work orders and deficiency notices affecting the property, and Vendor agrees to execute and deliver such further authorizations in Wisconsin (“Title Company”)this regard as Purchaser may reasonably require. Said Title Commitment shall commit Provided that the Title Company to insure title to the Property is good and free from all registered restrictions, charges, liens, and encumbrances except as otherwise specifically provided in this PSA and save and except for: (a) any registered restrictions or covenants that run with the land providing that such are complied with; (b) any registered municipal agreements and registered agreements with publicly regulated utilities providing such have been complied with, or security has been posted to ensure compliance and completion, as evidenced by an owners’ standard form ALTA policy in a letter from the amount relevant municipality or regulated utility; (c) any minor easements for the supply of domestic utility or telephone services to the property or adjacent properties; and (d) any easements for drainage, storm or sanitary sewers, public utility lines, telephone lines, cable television lines or other services which do not materially affect the use of the fair market value property. If within the specified times referred to in this paragraph 16 any valid objection to title or to any outstanding work order or deficiency notice is made in writing to Vendor and which Vendor is unable or unwilling to remove, remedy or satisfy or obtain insurance (Title Insurance) in favour of the PropertyPurchaser and any mortgagee, (with all related costs at the expense of the Vendor), and which Purchaser will not waive, this Agreement notwithstanding any intermediate acts or negotiations in respect of such objections, shall be at an end and all monies paid shall be returned without interest or deduction and Vendor shall not be liable for any costs or damages. The City shall have until five (5) business days prior Save as to any valid objection so made by such day and except for any objection going to the expiration root of the Due Diligence Period to deliver to Fire Department written notice of any objections to the condition of title. If the City fails to deliver such notice five (5) business days prior to the expiration of the Due Diligence Period, then the City Purchaser shall be conclusively deemed to have approved of the condition of accepted Vendor’s title as shown by such commitment. Exceptions to title approved by the City hereunder shall be deemed to be “Permitted Exceptions.” If Fire Department, through the exercise of commercially reasonable efforts, is unable to cure such objections to the condition of title prior to Closing, or cause the Title Company to commit to insure over such objections to the condition of title at the time of Closing to the satisfaction of the City, the City shall have the option, exercisable by written notice to Fire Department on or before the Closing Date, either to: (i) terminate this Option Agreement, in which case this Agreement shall be null and void; or (ii) waive any uncured objections to the condition of title and perform pursuant to the terms of this Option Agreement, notwithstanding any uncured objections to the condition of title. If the City does not give timely notice to terminate this Option Agreement, then the uncured objections to the condition of title shall become Permitted Exceptions and the City shall be deemed to have waived its right to terminate this Option Agreement pursuant to this Section 3.a. Notwithstanding anything to the contrary set forth in this Option Agreement, Fire Department shall have an absolute obligation to satisfy or discharge any mortgages, money judgments, or other liens disclosed in the commitment capable of discharge upon payment of an ascertainable amount. All costs of providing such title commitment (including the GAP endorsement), and of issuing the title policy pursuant to such commitment, shall be borne equally by the Parties and shall be paid at or before the Closing. After the effective date of this Option Agreement, Fire Department shall not (without first obtaining the written consent of the City): (i) permit any additional liens or encumbrances to be recorded against the Property, (ii) enter into or modify any agreement with respect to the Property, or (iii) initiate or consent to the change in any zoning and/or any other governmental law, permit, license, ordinance or regulation applicable to the use, occupation or operation of the Property, unless approved by the City. The City shall have the right to order a gap endorsement at Fire Department’s expense. The City shall be responsible for the costs of any other endorsements requested by the City. Fire Department agrees to execute any affidavit reasonably required by the title insurer to provide gap coverage and to remove any standard exceptions to titleproperty.

Examination of Title. Within ten (10) days after the City Village gives Notice of Exercise of Option, Fire Department Supreme shall obtain and provide to the City Village for examination an ALTA commitment for title insurance for the Property (“Title Commitment”) issued by a title company that is agreeable to the City Village and Fire DepartmentSupreme, and is licensed to write title insurance in Wisconsin (“Title Company”). Said Title Commitment shall commit the Title Company to insure title to the Property by an owners’ standard form ALTA policy in the amount of the fair market most recent assessed value of the PropertyProperty for property tax purposes. The City Village shall have until five (5) business days prior to the expiration of the Due Diligence Period to deliver to Fire Department Supreme written notice of any objections to the condition of title. If the City Village fails to deliver such notice five (5) business days prior to the expiration of the Due Diligence Period, then the City Village shall be deemed to have approved of the condition of title as shown by such commitment. Exceptions to title approved by the City Village hereunder shall be deemed to be “Permitted Exceptions.” If Fire DepartmentSupreme, through the exercise of commercially reasonable efforts, is unable to cure such objections to the condition of title prior to Closing, or cause the Title Company to commit to insure over such objections to the condition of title at the time of Closing to the satisfaction of the CityVillage, the City Village shall have the option, exercisable by written notice to Fire Department Supreme on or before the Closing Date, either to: : (i) terminate this Option Agreement, in which case this Agreement shall be null and void; or (ii) waive any uncured objections to the condition of title and perform pursuant to the terms of this Option Agreement, notwithstanding any uncured objections to the condition of title. If the City Village does not give timely notice to terminate this Option Agreement, then the uncured objections to the condition of title shall become Permitted Exceptions and the City Village shall be deemed to have waived its right to terminate this Option Agreement pursuant to this Section 3.a. Notwithstanding anything to the contrary set forth in this Option Agreement, Fire Department Supreme shall have an absolute obligation to satisfy or discharge any mortgages, money judgments, judgments or other liens disclosed in the commitment capable of discharge upon payment of an ascertainable amount. All costs of providing such title commitment (including the GAP endorsement), and of issuing the title policy pursuant to such commitment, shall be borne equally by the Parties and shall be paid at or before the Closing. After the effective date of this Option Agreement, Fire Department Supreme shall not (without first obtaining the written consent of the CityVillage): (i) permit any additional liens or encumbrances to be recorded against the Property, (ii) enter into or modify any agreement with respect to the Property, or (iii) initiate or consent to the change in any zoning and/or any other governmental law, permit, license, ordinance or regulation applicable to the use, occupation or operation of the Property, unless approved by the CityVillage. The City Village shall have the right to order a gap endorsement at Fire DepartmentSupreme’s expense. The City Village shall be responsible for the costs of any other endorsements requested by the CityVillage. Fire Department ▇▇▇▇▇▇▇ agrees to execute any affidavit reasonably required by the title insurer to provide gap coverage and to remove any standard exceptions to title.

Examination of Title. Within ten (10) days after the City gives Notice of Exercise of Option, Fire Department shall obtain and provide to the City ▇▇▇▇▇ for examination within fifteen (15) days after the Effective Date of this Agreement, an ALTA commitment for title insurance for each of the Property (“Title Commitment”) Properties issued by a title company that is agreeable to the City and Fire DepartmentFirst American Title Insurance Company, and is licensed to write title insurance in National Commercial Services, Madison, Wisconsin (the “Title Company”). Said Title Commitment shall commit the ) committing said Title Company to insure title to the Property Properties by an owners’ standard form ALTA policy in the amount of the fair market full value of each of the PropertyProperties, showing all Uniform Commercial Code Financing Statements, liens, encumbrances and other matters of record, together with legible copies of all documents that appear as exceptions to title. The City Each Party shall have until five ten (510) business days prior to the expiration of the Due Diligence Period Closing Date (as defined in Section 3.1) to deliver to Fire Department the other Party written notice of any objections to the condition of titletitle (the “Title Objection Letter”). If either of the City Parties fails to deliver such notice five a Title Objection Letter ten (510) business days prior to the expiration of the Due Diligence PeriodClosing Date, then the City Party failing to deliver a Title Objection Letter shall be deemed to have approved of the condition of title as shown by such commitment. Exceptions to title approved by the City Parties hereunder shall be deemed to be “Permitted Exceptions.” If Fire Department, through the exercise of commercially reasonable efforts, is unable to cure such objections to the condition of title prior to Closing, or cause the Title Company to commit to insure over such objections to the condition of title at the time of Closing to the satisfaction either of the City, the City shall have the option, exercisable by written notice to Fire Department on or before the Closing Date, either to: (i) terminate this Option Agreement, in which case this Agreement shall be null and void; or (ii) waive any uncured objections to the condition of title and perform pursuant to the terms of this Option Agreement, notwithstanding any uncured objections to the condition of title. If the City does Parties do not give timely notice to terminate this Option Agreementthe other Party to waive any uncured defects of title, then the uncured objections to the condition of title defects shall become Permitted Exceptions and the City shall be deemed to have waived its right to terminate this Option Agreement pursuant to this Section 3.aExceptions. Notwithstanding anything to the contrary set forth in this Option Agreementherein, Fire Department the Parties shall have an absolute obligation to satisfy or discharge any mortgages, money judgments, judgments or other liens disclosed in the commitment capable of discharge upon payment of an ascertainable amount. All The costs and expenses of providing such title commitment (including the GAP endorsement)commitments, and of issuing the title policy policies pursuant to such commitmentcommitments, shall be borne split equally by between the Parties and shall be paid at or before the ClosingParties. After the effective date of this Option AgreementEffective Date, Fire Department the Parties shall not (without first obtaining the written consent of the Cityother Party): (i) permit any additional liens or encumbrances to be recorded against the PropertyProperties, or (ii) enter into or modify any agreement with respect to the Property, or (iii) initiate or consent to the change in any zoning and/or any other governmental law, permit, license, ordinance or regulation applicable to the use, occupation or operation of the Property, unless approved by the CityProperties. The City Each Party shall have the right to order a gap endorsement at Fire Department’s expenseendorsement, which costs shall be split between the Parties. The City shall be responsible for the costs of any other endorsements requested by the City. Fire Department agrees Parties agree to execute any affidavit reasonably required by the title insurer to provide gap coverage and to remove any standard exceptions to title.