Common use of State of Title Clause in Contracts

State of Title. 4.1 Seller shall convey good, marketable and insurable fee simple title to the Premises and will convey good and unencumbered title to the Personalty to Purchaser upon the Closing, subject only to the Permitted Encumbrances. Promptly after the complete execution of this Agreement, Seller will order a commitment for a standard Owner’s Policy of Title Insurance together with complete and legible copies of all documents and instruments of record encumbering or affecting the Premises (the "Title Commitment") from Escrow Agent (herein also called the "Title Company"). As a condition to the Close of Escrow, a standard owner’s policy of title insurance, or if Purchaser so elects, then an extended policy of title insurance covering the Premises in the amount of the Purchase Price (the “Title Policy”) shall be issued to Purchaser by the Title Company and shall be subject only to the Permitted Encumbrances provided that if Purchaser does not elect to extend coverage, the Title Policy may also contain standard exceptions. The cost of the premium for a standard owner’s policy of title insurance shall be borne by Seller. Additional premiums for an extended policy of title insurance or special endorsements shall be borne by Purchaser. (a) Purchaser shall have until the end of the Study Period, (the "Title Review Period") to examine the Title Commitment, and such other information regarding Seller's title to any portion of the Property that Purchaser may elect to obtain and to specify to Seller in writing those items affecting Seller's title to the Property that Purchaser finds objectionable (each a “Title Objection”) and specifying Purchaser's desired cure of each such Title Objection. Except as otherwise provided herein with respect to mortgages, deeds of trust or other Monetary Encumbrances, items affecting Seller’s title that are not the subject of a timely Title Objection shall be deemed acceptable to Purchaser. (b) Seller, subject to the provisions of Section 6.2(e) and (f) hereof, shall be obligated to cure any Title Objection which is a lien on the Premises resulting from a loan to Seller or assumed by Seller or a lien or other charge incurred by Seller in a fixed or ascertainable amount (collectively, a "Monetary Encumbrance") on or before the Close of Escrow and may do so out of the Purchase Price proceeds. If Seller fails to pay or discharge such Monetary Encumbrance by the Closing Date, Purchaser shall have the right to pay or discharge such Monetary Encumbrance on Seller's account either directly or through the Title Company and deduct such amounts from the Purchase Price at the Closing. Seller shall have no obligation to cure any Title Objection which is not either a Monetary Encumbrance or a Permitted Encumbrance. After having received Purchaser's notice of Title Objections as set forth in Section 4.2(a) above, if within five (5) business days Seller fails to elect to cure the same or, Seller notifies Purchaser that it will not to cure same (or is unable to do so), Purchaser shall, not later than ten (10) business days of the delivery of notice of Title Objection, elect either to accept such title as Seller is able to convey without any reduction or abatement of the Purchase Price, or Purchaser shall elect to terminate this Agreement by delivering written notice thereof to the Seller in accordance with Section 16.1 of this Agreement, in which event the Deposit and all interest thereon shall be refunded to Purchaser and thereafter neither party shall have any liability to the other hereunder, except for those obligations expressly stated to survive termination of this Agreement. Purchaser’s failure to timely elect to terminate this Agreement shall be deemed a waiver of any such Title Objection. Nothing herein contained shall obligate Seller to bring any action or proceeding or otherwise incur any expense in order to cure any Title Objection which is not a Monetary Encumbrance. 4.3 On the Closing Date, with respect to any Monetary Encumbrances which Seller is obligated to pay or discharge in order to convey to Purchaser such title as is herein provided to be conveyed, Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) Seller shall deposit with the Title Company sufficient monies acceptable to the Title Company to insure the obtaining and the recording of such satisfactions and reconveyances. 4.4 If a search of title or other records discloses judgments, bankruptcies or other returns against other parties other than the Seller having names the same as, or similar to, that of Seller, Seller will deliver to the Title Company an affidavit that such judgments, bankruptcies or other returns are not against Seller and such affidavit shall otherwise be in form and content sufficient to permit the Title Company to remove such judgments, bankruptcies or other returns as exceptions to title and the Title Policy.

State of Title. 4.1 5.1 Seller shall convey good, marketable and insurable fee simple title to the Premises and will convey good and unencumbered title to the Personalty to Purchaser upon the Closing, subject only to the Permitted Encumbrances. Promptly after the complete execution of this Agreement, Seller will order a commitment (the “Title Commitment”) for a standard 2006 ALTA Owner’s Policy of Title Insurance with the “standard” or “general” exceptions in the amount of the Purchase Price together with complete and legible copies of all documents and instruments of record encumbering or affecting the Premises (the "Title Commitment") from Escrow Agent (herein also called the "“Title Company"”). Seller shall deliver the Title Commitment and complete and legible copies of all documents and instruments of record to Purchaser within seven (7) days after full execution of this Agreement. As a condition to the Close of Escrow, a standard ownerOwner’s policy Policy of title insuranceTitle Insurance in the amount of the Purchase Price, or or, if Purchaser so electsshall provide such other materials as the Title Company shall require and shall provide an ALTA survey to the Title Company, then and shall request within sufficient time for the Title Company to commit to issue the same at Closing, an ALTA extended policy Owner’s Policy of title insurance covering the Premises Title Insurance, in the amount of the Purchase Price (in either case, the “Title Policy”) ), shall be issued to Purchaser by the Title Company and shall be subject only to standard exceptions and the Permitted Encumbrances provided that if Purchaser does not elect to extend coverage, the Title Policy may also contain standard exceptionsEncumbrances. The cost of the standard portion of the premium for the Title Policy shall be borne solely by the Seller, and the cost of the extended ALTA portion of the premium for the Title Policy and any endorsements thereto requested by Purchaser shall be borne solely by Purchaser, unless such endorsement(s) are issued to cure a standard owner’s policy Title Objection (defined below), in which case the cost of title insurance any such endorsement(s) shall be borne by Seller. Additional premiums for an extended policy of title insurance or special endorsements shall be borne by Purchaser. (a) Purchaser shall have until the end of the Study Period, (the "“Title Review Period"”) to examine the Title Commitment, the Existing Survey (as defined below), as Purchaser may update, and all documents and instruments of record and such other information regarding Seller's ’s title to any portion of the Property that Purchaser may elect to obtain and to specify to Seller in writing those items affecting Seller's title to the Property that Purchaser finds objectionable (each a “Title Objection”) and specifying Purchaser's ’s desired cure of each such Title Objection. Except as otherwise provided herein with respect to mortgages, deeds of trust or other Monetary Encumbrances, items affecting Seller’s title that are not the subject of a timely Title Objection shall be deemed acceptable to Purchaser. Whether or not Purchaser shall have furnished to Seller any notice of Title Objections pursuant to the foregoing provisions of this Agreement, Purchaser may, at or prior to Closing, notify Seller in writing of any objections to title first raised by the Title Company between the expiration of the Title Review Period, and the Closing Date, provided that Purchaser must make such Title Objections within the earlier of five (5) business days after Purchaser learns of such new title exception or the Closing Date. (b) Seller, subject to the provisions of Section 6.2(e) and (f) hereof, Seller shall be obligated to cure any Title Objection matter which is a lien on the Premises Property resulting from a loan to Seller or assumed by Seller or a lien or other charge incurred by Seller in a fixed or ascertainable amount (collectively, a "“Monetary Encumbrance"”) on or before the Close of Escrow (as defined below) and may do so out of the Purchase Price proceeds. If Seller fails to pay or discharge such Monetary Encumbrance by the Closing Date, Purchaser shall have the right to pay or discharge such Monetary Encumbrance on Seller's ’s account either directly or through the Title Company and deduct such amounts from the Purchase Price at the Closing. Seller shall have no obligation to cure any a Title Objection which unless it is not either a Monetary Encumbrance or a Permitted Encumbrance. After having received Purchaser's ’s notice of Title Objections as set forth in Section 4.2(a5.2(a) above, if within five (5) business days thereof Seller fails to elect to cure the same or, Seller notifies shall notify Purchaser that in writing (“Seller’s Title Response”) whether it will not is electing to cure same (or is unable to do so), . Purchaser shall, not later than ten (10) business days of the delivery receipt of notice of Seller’s Title ObjectionResponse, elect either to accept such title as Seller is able to convey without any reduction or abatement of the Purchase Price, or Purchaser shall elect to terminate this Agreement by delivering written notice thereof to the Seller in accordance with Section 16.1 17.1 of this Agreement, in which event the Deposit and all interest thereon shall be promptly refunded to Purchaser and thereafter neither party none of the parties shall have any liability or obligation to the other hereunder, except for those obligations expressly stated to survive termination of this Agreement. Purchaser’s failure to timely elect to terminate this Agreement shall be deemed a waiver of any such Title Objection. Nothing herein contained shall obligate Seller to bring any action or proceeding or otherwise incur any expense in order to cure any Title Objection which is not a Monetary Encumbrance. 4.3 5.3 On the Closing Date, with respect to any Monetary Encumbrances which Seller is obligated to pay or discharge in order to convey to Purchaser such title as is herein provided to be conveyed, Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) Seller shall deposit with the Title Company sufficient monies acceptable to the Title Company to insure the obtaining and the recording of such satisfactions and reconveyances. 4.4 5.4 If a search of title or other records discloses judgments, bankruptcies or other returns matters against other third parties other than the Seller having names the same as, or similar to, that of Seller, Seller will deliver to Purchaser or the Title Company an affidavit that such judgments, bankruptcies or other returns matters are not against Seller and such affidavit shall otherwise be in form and content sufficient to permit the Title Company to remove such judgments, bankruptcies or other returns as exceptions to title and the Title Policy.

State of Title. 4.1 Seller The Deed Contributors shall convey the Deed Properties to Acquiror or Acquiror's Permitted Designee by bargain and sale deeds with covenants against grantor's acts in recordable form (the "Deeds"), the Interest Contributors shall contribute their Partnership Interests to Acquiror or Acquiror's Permitted Designee by the Partnership Interest Assignments (as defined below) and the Management Contributor shall contribute its interest in the Management Contracts to Acquiror or Acquiror's Permitted Designee by an Assignment of Management Contracts (as defined below); provided, however, that in the case of the Properties and Additional Properties that are subject to lease agreements ("▇▇▇ Lease Agreements") with an Industrial Development Authority ("▇▇▇"), the Deed Contributor which holds the leasehold interest in such Property or Additional Properties shall (subject to Section 3S above) convey to Acquiror (in lieu of the foregoing) all leasehold right, title and interest of such Deed Contributor in and to such Properties or Additional Properties. Title to the Properties and Additional Properties shall be good, marketable and insurable fee simple title, free and clear of all liens and encumbrances and shall be subject only to: (i) those covenants, conditions, liens, encumbrances, easements, assessments, restrictions, water and sewer charges, related payment in lieu of taxes agreements ("PILOT Agreements") and other title exceptions of record which are disclosed on each Title Commitment, UCC Search and Survey (each as defined below) and are not objected to by Acquiror within the Premises Inspection Period (as defined below), (ii) rights of tenants under the Leases, as tenants only (except with respect to tenants having a purchase option or similar rights as disclosed in this Agreement), (iii) the lien of the Existing Indebtedness, if any, on those Properties encumbered by the Existing Indebtedness as of the date hereof and will convey good and unencumbered title to (iv) general real estate taxes for the Personalty to Purchaser upon year in which the Closing, Second Closing or Option Closing, as the case may be, occurs and subsequent years, not yet due and payable (the above enumerated exceptions being hereinafter collectively referred to as the "Permitted Exceptions"); provided, however, that in the case of the Properties and Additional Properties that are subject to ▇▇▇ Lease Agreements, the Deed Contributor which holds the leasehold interest in such Property or Additional Properties shall (subject to Section 3S above) convey to Acquiror all leasehold right, title and interest of such Deed Contributor in and to such Properties and Additional Properties, free and clear of all liens and encumbrances and subject only to the Permitted EncumbrancesExceptions. Promptly after the complete execution of this Agreement, Seller will order a commitment for a standard Owner’s Policy of Title Insurance together with complete The Partnership Interests shall be contributed to Acquiror free and legible copies clear of all documents liens, claims and instruments of record encumbering or affecting the Premises (the "Title Commitment") from Escrow Agent (herein also called the "Title Company"). As a condition to the Close of Escrow, a standard owner’s policy of title insurance, or if Purchaser so elects, then an extended policy of title insurance covering the Premises in the amount of the Purchase Price (the “Title Policy”) shall be issued to Purchaser by the Title Company and shall be subject only to the Permitted Encumbrances provided that if Purchaser does not elect to extend coverage, the Title Policy may also contain standard exceptions. The cost of the premium for a standard owner’s policy of title insurance shall be borne by Seller. Additional premiums for an extended policy of title insurance or special endorsements shall be borne by Purchaserencumbrances. (a) Purchaser shall have until the end of the Study Period, (the "Title Review Period") to examine the Title Commitment, and such other information regarding Seller's title to any portion of the Property that Purchaser may elect to obtain and to specify to Seller in writing those items affecting Seller's title to the Property that Purchaser finds objectionable (each a “Title Objection”) and specifying Purchaser's desired cure of each such Title Objection. Except as otherwise provided herein with respect to mortgages, deeds of trust or other Monetary Encumbrances, items affecting Seller’s title that are not the subject of a timely Title Objection shall be deemed acceptable to Purchaser. (b) Seller, subject to the provisions of Section 6.2(e) and (f) hereof, shall be obligated to cure any Title Objection which is a lien on the Premises resulting from a loan to Seller or assumed by Seller or a lien or other charge incurred by Seller in a fixed or ascertainable amount (collectively, a "Monetary Encumbrance") on or before the Close of Escrow and may do so out of the Purchase Price proceeds. If Seller fails to pay or discharge such Monetary Encumbrance by the Closing Date, Purchaser shall have the right to pay or discharge such Monetary Encumbrance on Seller's account either directly or through the Title Company and deduct such amounts from the Purchase Price at the Closing. Seller shall have no obligation to cure any Title Objection which is not either a Monetary Encumbrance or a Permitted Encumbrance. After having received Purchaser's notice of Title Objections as set forth in Section 4.2(a) above, if within five (5) business days Seller fails to elect to cure the same or, Seller notifies Purchaser that it will not to cure same (or is unable to do so), Purchaser shall, not later than ten (10) business days of the delivery of notice of Title Objection, elect either to accept such title as Seller is able to convey without any reduction or abatement of the Purchase Price, or Purchaser shall elect to terminate this Agreement by delivering written notice thereof to the Seller in accordance with Section 16.1 of this Agreement, in which event the Deposit and all interest thereon shall be refunded to Purchaser and thereafter neither party shall have any liability to the other hereunder, except for those obligations expressly stated to survive termination of this Agreement. Purchaser’s failure to timely elect to terminate this Agreement shall be deemed a waiver of any such Title Objection. Nothing herein contained shall obligate Seller to bring any action or proceeding or otherwise incur any expense in order to cure any Title Objection which is not a Monetary Encumbrance. 4.3 On the Closing Date, with respect to any Monetary Encumbrances which Seller is obligated to pay or discharge in order to convey to Purchaser such title as is herein provided to be conveyed, Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) Seller shall deposit with the Title Company sufficient monies acceptable to the Title Company to insure the obtaining and the recording of such satisfactions and reconveyances. 4.4 If a search of title or other records discloses judgments, bankruptcies or other returns against other parties other than the Seller having names the same as, or similar to, that of Seller, Seller will deliver to the Title Company an affidavit that such judgments, bankruptcies or other returns are not against Seller and such affidavit shall otherwise be in form and content sufficient to permit the Title Company to remove such judgments, bankruptcies or other returns as exceptions to title and the Title Policy.

State of Title. 4.1 Seller shall convey good, marketable and insurable fee simple title (a) Immediately prior to the Premises and will convey good and unencumbered title to the Personalty to Purchaser upon the Closing, subject only and each with the consent of the Agency, (i) the Ground Lessee shall assign all of its right, title and interest in and to the Permitted EncumbrancesAgency Retail Lease to Retail pursuant to the LCWP Agency Retail Lease Assignment and, simultaneously with such LCWP Agency Retail Lease Assignment, the Retail Sublease shall be merged into such Agency Retail Lease and terminated (the "RetailSublease Termination") and (ii) the Ground Lessee shall assign all of its right, title and interest in and to the Agency Recreation Lease to Recreation pursuant to the LCWP Agency Recreation Lease Assignment and, simultaneously with such LCWP Agency Recreation Lease Assignment, the Recreation Sublease shall be merged into such Agency Recreation Lease and terminated(the "RecreationSublease Termination", and together with the Retail Sublease Termination, the "Sublease Terminations"). Promptly At the Closing, with the consent of the Agency, Retail shall assign all of its right, title and interest in and to the Agency Retail Lease to the Owner (the "RetailGround Lease Assignment"), andRecreation shall assign all of its right, title and interest in and to the Agency Recreation Lease to the Owner (the "RecreationGround Lease Assignment", and together with the Retail Ground Lease Assignment, the "Ground Lease Assignment"). Immediately after the complete execution of this Agreementthe Ground Lease Assignment at the Closing, Seller will order the Agency and the Owner shall amend and restate each of the Agency Leases in their entirety pursuant to (I) that certain Amended and RestatedAgreement of Lease (Retail Component) substantially in the form attached hereto as Exhibit "F-1" attached hereto and made a commitment part hereof and (II) that certain Amended and Restated Supplemental Agreement of Lease (Recreation Component) substantially in the form attached hereto as Exhibit "F-2" attached hereto and made a part hereof (hereinafter collectively referred to as the "Amended Agency Leases"). Each of the LCWP Agency Retail Lease Assignment, the LCWP Agency Recreation Lease Assignment, the Sublease Terminations, the Ground Lease Assignment and a memorandum of Amended Agency Leases, shall be recorded in the Office of the Clerk of Westchester County, New York. At the Closing, the interest of the Owner in and to the Real Property pursuant to the Amended Agency Leases shall beinsurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof), including, but not limited to, the lien of theULLICO Loan Replacement Financing. (b) Inland, at the sole cost and expense of LCWP, hasobtained a standard Owner’s Policy preliminary title search of Title Insurance together with complete and legible copies of all documents and instruments of record encumbering or affecting the Premises each Property (hereinafter collectively referred to as the "Title Commitment") from Escrow Agent Chicago Title Insurance Company (herein also called in such capacity, hereinafter referred to as the "Title Company"). As , pursuant to which the Title Company shall commit to insure (upon the payment of a condition requisite premium at regular rates) that the Ownershall own a leasehold interestin and to the Close Property as described in Section 2.1(a) of Escrowthis Agreement. Inland hereby agrees to accept, a standard owner’s policy of and LCWP hereby agrees to convey, title insurance, or if Purchaser so elects, then an extended to the Property substantially consistent with the pro forma policy of title insurance covering the Premises attached hereto as Schedule 2.1(b)(the "Pro-Forma"), and agrees not to raise any objections at Closing to any exceptions to title set forth in the amount Pro-Forma or any other Permitted Exceptions.Furthermore, LCWP, at the sole cost and expense of LCWP, has previouslycaused a reputable surveyor licensed in the state of New York to prepare and deliver an ALTA as-built survey of the Purchase Price Recreation Parcel (to specifications approved by Inland) (collectively, the “Title Policy”"Survey") shall be issued to Purchaser by the Ownerand LCWP and the Title Company Company, and Inland hereby acknowledges and agrees that it has no objection to any state of facts as shown on the Survey. Inland shall be subject only rely on the Condominium Plats with respect to the Permitted Encumbrances provided that if Purchaser does Retail Parcel, and LCWP shall not elect to extend coverage, the Title Policy may also contain standard exceptions. The cost be responsible for providing a survey of the premium for a standard owner’s policy of title insurance shall be borne by Seller. Additional premiums for an extended policy of title insurance or special endorsements shall be borne by PurchaserRetail Parcel. (ac) Purchaser shall have until the end of the Study Period, (the The term "Title Review Period") to examine the Title Commitment, and such other information regarding Seller's title to any portion of the Property that Purchaser may elect to obtain and to specify to Seller in writing those items affecting Seller's title to the Property that Purchaser finds objectionable (each a “Title Objection”) and specifying Purchaser's desired cure of each such Title Objection. Except as otherwise provided herein with respect to mortgages, deeds of trust or other Monetary Encumbrances, items affecting Seller’s title that are not the subject of a timely Title Objection shall be deemed acceptable to Purchaser. (b) Seller, subject to the provisions of Section 6.2(e) and (f) hereof, shall be obligated to cure any Title Objection which is a lien on the Premises resulting from a loan to Seller or assumed by Seller or a lien or other charge incurred by Seller in a fixed or ascertainable amount (collectively, a "Monetary Encumbrance") on or before the Close of Escrow and may do so out of the Purchase Price proceeds. If Seller fails to pay or discharge such Monetary Encumbrance by the Closing Date, Purchaser shall have the right to pay or discharge such Monetary Encumbrance on Seller's account either directly or through the Title Company and deduct such amounts from the Purchase Price at the Closing. Seller shall have no obligation to cure any Title Objection which is not either a Monetary Encumbrance or a Permitted Encumbrance. After having received Purchaser's notice of Title Objections as set forth in Section 4.2(a) above, if within five (5) business days Seller fails to elect to cure the same or, Seller notifies Purchaser that it will not to cure same (or is unable to do so), Purchaser shall, not later than ten (10) business days of the delivery of notice of Title Objection, elect either to accept such title as Seller is able to convey without any reduction or abatement of the Purchase Price, or Purchaser shall elect to terminate this Agreement by delivering written notice thereof to the Seller in accordance with Section 16.1 of this Agreement, in which event the Deposit and all interest thereon shall be refunded to Purchaser and thereafter neither party shall have any liability to the other hereunder, except for those obligations expressly stated to survive termination of this Agreement. Purchaser’s failure to timely elect to terminate this Agreement shall be deemed a waiver of any such Title Objection. Nothing herein contained shall obligate Seller to bring any action or proceeding or otherwise incur any expense in order to cure any Title Objection which is not a Monetary Encumbrance. 4.3 On the Closing Date, with respect to any Monetary Encumbrances which Seller is obligated to pay or discharge in order to convey to Purchaser such title as is herein provided to be conveyed, Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) Seller shall deposit with the Title Company sufficient monies acceptable to the Title Company to insure the obtaining and the recording of such satisfactions and reconveyances. 4.4 If a search of title or other records discloses judgments, bankruptcies or other returns against other parties other than the Seller having names the same as, or similar to, that of Seller, Seller will deliver to the Title Company an affidavit that such judgments, bankruptcies or other returns are not against Seller and such affidavit shall otherwise be in form and content sufficient to permit the Title Company to remove such judgments, bankruptcies or other returns as exceptions to title and the Title Policy.