Common use of Existing Title And Survey Matters Clause in Contracts

Existing Title And Survey Matters. Purchaser acknowledges and agrees that: (a) Seller has furnished Purchaser, prior to the Effective Date, with copies of: (i) that certain Certificate and Report of Title (the "Certificate of Title"), dated August 8, 1996 (the "Title Inspection Date"), for the Real Property prepared by Commonwealth Land Title Insurance Company (the "Title Company"); and (ii) Seller's title insurance policies (the "Owner's Title Policies"), each dated June 30, 1994, and issued by, respectively, the Title Company (Policy Number NY9300122M), and by First American Title Insurance Company of New York (Policy Number Y0035325); and (iii) a copy of Seller's survey (the "Survey"), prepared by J. George Hollerith, dated April 30, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇dated by visual examination on May 31, 1994 by Harwood Surveying, P.C., for the L▇▇▇ ▇▇▇ the Improvements; (b) Purchaser has had an opportunity, prior to the Effective Date, to order its own title report and survey for the Land and the Improvements; and (c) any and all matters (the "Existing Title And Survey Matters") referred to, reflected in or disclosed by, the materials referred to in the preceding sub-paragraphs (a)(i) through (iii), inclusive, have been agreed to and accepted by Purchaser (including, but not limited to, any and all exceptions to title set forth in Schedule B of the Certificate of Title and in Schedule B of each of the Owner's Title Policies), and that, as of the Title Inspection Date, Purchaser has approved the condition of title to the Real Property. Notwithstanding the foregoing, Seller shall, prior to Closing, effectuate the following with respect to the Existing Title and Survey Matters: 1. All judgments and liens noted in Item 9 of Schedule B of the Certificate of Title shall be omitted as an exception to title from any owner's and mortgagee's title insurance policy issued at the Closing, and at Closing, Seller shall deliver to the Title Company, Purchaser and Purchaser's lender an indemnification agreement in form, scope and substance sufficient to omit said Item 9 and reasonably acceptable to Seller, (and which indemnification agreement shall be freely assignable by Purchaser and Purchaser's lender) indemnifying and holding the Title Company, Purchaser and Purchaser's lender (and Purchaser's and Purchaser's lender's respective successors and assigns) harmless from and against any and all judgments and liens noted in said Item 9. 2. All judgments noted in Item 10 of Schedule B of the Certificate of Title shall be omitted as an exception to title from any owner's and mortgagee's title insurance policy issued at the Closing, and at Closing, Seller shall deliver to the Title Company, Purchaser and Purchaser's lender an indemnification agreement in form, scope and substance sufficient to omit said Item 10 and reasonably acceptable to Seller, (and which indemnification agreement shall be freely assignable by Purchaser and Purchaser's lender) indemnifying and holding the Title Company, Purchaser and Purchaser's lender (and Purchaser's and Purchaser's lender's respective successors and assigns) harmless from and against any and all judgments noted in said Item 10.

Existing Title And Survey Matters. Purchaser acknowledges and agrees that: (a) Seller has furnished Purchaser, prior to the Effective Purchaser Execution Date, with copies of: (i) that certain Certificate and Report a certificate of Title title (the "Certificate of Title"), dated August 8April 28, 1996 1997 (Title No. 9701-00590) (the "Title Inspection Date"), ) for the Real Property prepared by Commonwealth Land Chicago Title Insurance Company (the "Title Company"); and (ii) Seller's title insurance policies (the "Owner's Title Policies"), each dated June 30, 1994, and issued by, respectively, the Title Company (Policy Number NY9300122M), and by First American Title Insurance Company of New York (Policy Number Y0035325); and (iii) a copy of Seller's survey (the "Survey"), prepared by J. George Hollerith, dated April 30, ▇▇▇▇ Harw▇▇▇ ▇▇▇▇ ▇▇veying P.C. dated by visual examination on May 31July 30, 1994 by Harwood Surveying, P.C.1997, for the L▇▇▇ ▇▇▇ Land and the Improvements; (b) Purchaser has had an opportunity, prior to the Effective Purchaser Execution Date, to order its own title report and survey for the Land and the Improvements; and (c) any and all matters (the "Existing Title And Survey Matters") referred to, reflected in or disclosed by, the materials referred to in the preceding sub-paragraphs (a)(i) through and (iiiii), inclusive, except for those matters listed on Exhibit R attached hereto and made a part hereof, have been agreed to and accepted by Purchaser (includingPurchaser, but not limited to, any and all exceptions to title set forth in Schedule B of the Certificate of Title and in Schedule B of each of the Owner's Title Policies), and thatand, as of the Title Inspection Date, Purchaser has approved the condition of title to the Real Property, except for those matters listed on Exhibit R attached hereto. Notwithstanding the foregoing, Seller shall, prior to Closing, effectuate the following with respect anything to the Existing Title and Survey Matters: 1. All judgments and liens noted in Item 9 of Schedule B of the Certificate of Title shall be omitted as an exception to title from any owner's and mortgagee's title insurance policy issued at the Closing, and at Closingcontrary set forth herein, Seller shall deliver be obligated to cure or remove (I) the items described in Exhibit R attached hereto, (II) liens, mortgages and any other title encumbrances, other than Permitted Exceptions (as defined below in Section 2.3 hereof), that may be cured solely by the payment of a liquidated amount of money, provided, however, that Seller's maximum liability under this clause (II) shall not exceed in the aggregate Five Hundred Thousand Dollars ($500,000.00), and (III) liens, mortgages and any other title encumbrances that Seller granted or to which Seller otherwise expressly consented after the Title CompanyInspection Date or that one of the partners comprising Seller placed or caused to be placed against the Property after the Effective Date (the matters described in clauses (I), (II) and (III) above being collectively referred to herein as "Curable Matters") and provided further that Purchaser and shall have the right to terminate this Agreement by written notice to Seller if (w) governmental violations arise after the Purchaser Execution Date, (x) the aggregate reasonable cost of curing such violations will exceed the sum of Fifty Thousand Dollars ($50,000.00), (y) Seller elects not to cure or pay a portion of the cost of curing such violations so that Purchaser's lender an indemnification agreement in formcost of curing such violations shall not exceed the sum of Fifty Thousand Dollars ($50,000.00), scope and substance sufficient to omit said Item 9 and reasonably acceptable to Seller, (and which indemnification agreement shall be freely assignable z) such violations are not the result of actions taken by Purchaser and Purchaser's lender) indemnifying and holding the Title Company, Purchaser and Purchaser's lender (and Purchaser's and Purchaser's lender's respective successors and assigns) harmless from and against any and all judgments and liens noted in said Item 9or its agents other than requesting customary searches of municipal records. 2. All judgments noted in Item 10 of Schedule B of the Certificate of Title shall be omitted as an exception to title from any owner's and mortgagee's title insurance policy issued at the Closing, and at Closing, Seller shall deliver to the Title Company, Purchaser and Purchaser's lender an indemnification agreement in form, scope and substance sufficient to omit said Item 10 and reasonably acceptable to Seller, (and which indemnification agreement shall be freely assignable by Purchaser and Purchaser's lender) indemnifying and holding the Title Company, Purchaser and Purchaser's lender (and Purchaser's and Purchaser's lender's respective successors and assigns) harmless from and against any and all judgments noted in said Item 10.