Common use of Title Commitment Clause in Contracts

Title Commitment. Buyer shall, at its sole cost and expense, obtain from a title insurance company chosen by Buyer, a commitment (the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) (the “Title Policy"), certified to at least the Effective Date of this Agreement, in the full amount of the Purchase Price. To be acceptable to Buyer, the Title Commitment shall show in Seller good and marketable title to the Property, and shall commit to insure said title free and clear of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Property.

Title Commitment. Buyer shallSeller, at its sole cost and Seller’s expense, obtain from a will provide Purchaser an updated title insurance company chosen by Buyer, a commitment within fifteen (15) days of the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) effective date of this contract (the “Title Policy"Commitment”), certified to at least issued by Title Company describing the Effective Date Land (which legal description, as determined by the Survey referenced in Section 2.3 herein below, shall be incorporated into this Agreement and used in all closing documents), specifying Purchaser or its assignee as the prospective named insured, showing the Purchase Price as the prospective policy amount, showing the status of this Agreement, in the full amount title of the Purchase Price. To be acceptable to BuyerLand and all exceptions (including, the Title Commitment shall show in Seller good and marketable title to the Propertybut not limited to, and shall commit to insure said title free and clear of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmativedeclarations, restrictions, rights-of-way, ingress or egress or any covenants, reservations, encumbrances, liens and other appurtenances conditions, if any, affecting the Land) which would appear in an Owner Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein including copies of tax certificates covering all taxes affecting the Property. With regard to the Property standard printed exceptions and other exceptions commonly included in title commitments, the exception for areas and boundaries shall (at Seller’s expense) be endorsed to provide insurance coverage that the exception shall be amended at Closing to except only to “Shortages in respect Area” upon receipt from Seller of a survey acceptable to all the Title Company and the applicable premium therefor paid by Purchaser; no exceptions shall be permissible for parties in possession, except pursuant to recorded leases; the exception for restrictive covenants shall be deleted or endorsed “None of such appurtenant rightsRecord except... (with an express description by applicable recording data of those restrictive covenants and declarations of covenants affecting the Land)”; the exception for taxes shall be limited to standby fees and taxes owing for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to changes in land use of the Property; there shall be no exception for any lien for service, labor or materials heretofore or hereafter provided, imposed by law and not shown by the public records; and there shall be no general exception for visible and apparent easements or roads and highways or similar items (iv) include with any such specific exception to be specifically referenced to, and shown on, the results of a special tax search Survey described in Section 2.3 and examination for also identified by any financing statements filed of record which may affect the Propertyapplicable recording data).

Title Commitment. Buyer shallWithin fifteen (15) days after receipt of the Exercise Section 5.1 Notice, at its sole cost and expenseOptionor shall deliver to Optionee a Title Commitment from the Title Company covering the Property, obtain from a together with copies of all documents constituting exceptions to Optionor's title insurance company chosen by Buyer, a commitment (as reflected in the "Title Commitment". The Title Commitment shall (i) to issue an American be dated not earlier than the date of the Exercise Notice, (ii) be issued by the Title Company, (iii) describe the Land Title Association Owner's Title Insurance Policy (ALTA Form Bwhich legal description, Rev. 2006) (unless modified by the “Title Policy"survey as described hereinbelow, shall be incorporated into this Agreement and used in all closing documents contemplated hereunder), certified to at least (iv) specify Optionee as the Effective Date of this Agreementprospective named insured, in (v) show the full Purchase Price as the prospective amount of the Purchase Price. To be acceptable to BuyerTitle Policy, and (vi) show the Title Commitment shall show in Seller good and marketable status of title to the PropertyLand and all exceptions (including, and shall commit to insure said title free and clear of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liensbut not limited to, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmativerestrictions, rights-of-way, ingress or egress or any covenants, reservations, encumbrances, liens and other appurtenances conditions, if any) affecting the Land which would appear in the Title Policy, if and when issued. With regard to the Property standard printed exceptions and other exceptions commonly included in title commitments issued in the State of Texas, the exception for areas and boundaries ("Survey Exception") shall be endorsed in the Title Commitment, at Optionee's election and at its sole expense, to provide insurance coverage that the exception shall be amended at Closing to except only to "shortages in respect area" upon receipt of a survey acceptable to all Title Company; the exception for restrictive covenants in the Title Commitment shall, if there are none, be deleted, or if there shall be any such restrictive covenants affecting the Land, shall include an express description by applicable recording data of such appurtenant rightsthose restrictive covenants affecting the Land; the exception for taxes in the Title Commitment shall be limited to taxes for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to change in land usage and endorsed ''not yet due and payable"; any exception in the Title Commitment for parties in possession of the Land or improvements thereon shall be deleted; and there shall be no general exception in the Title Commitment for yet to be filed materialmen's and mechanic's liens or for visible and apparent easements or roads and highways or similar items (iv) include the results of a special tax search and examination with any such exception for any financing statements filed of record which may affect such matters to be specifically referenced to, and shown on, the PropertySurvey and also identified by applicable recording data).

Title Commitment. Buyer shallhas received a title commitment from the Title Company (“Title Commitment”) for the issuance of an Owner's Policy of Title Insurance in the amount of the Allocated Amount to the Buyer from the Title Company, together with legible copies of all documents constituting exceptions to Seller's title as reflected in the Title Commitment. Seller shall cause to be issued and delivered to Buyer, at its sole cost Seller’s expense (except for the costs of any endorsements desired by Buyer and expenseavailable from the Title Company (defined below), obtain from a which extra costs shall be borne by Buyer), an ALTA standard coverage owner’s policy of title insurance company chosen by Buyer, a commitment (dated as of the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) Closing Date respecting the Real Property (the “Title Policy"”) and conforming to the following specifications: A. The form of the Title Policy will be in such owner’s form as may be available from the Title Company and reasonably acceptable to Buyer; B. The Title Policy will be issued by the Title Company; C. The insured will be Buyer (or assigns), certified to at least the Effective Date of this Agreement, ; D. The Title Policy will be in the full amount of the Purchase PriceAllocated Amount; and E. There will be no exceptions to coverage other than the Permitted Exceptions (as defined below). To be acceptable to BuyerWithout limiting the generality of the foregoing provisions, the Title Commitment Policy shall show in Seller good and marketable title not contain exceptions with respect to the Property, and shall commit to insure said title free and clear any of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, following (except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by lawthey become Permitted Exceptions): A. rights or claims of parties in possession; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to BuyerB. encroachments, the Title Commitment must (i) commit to insure that all parcels of land are contiguousoverlaps, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress boundary line disputes or any other appurtenances matters which would be disclosed by an accurate survey or inspection; C. easements or claims of easements not shown by the public records; D. any lien, or right to a lien, for services, labor or materials furnished (other than those caused by Buyer); or E. taxes or installments of assessments due and payable as of the Property and provide insurance coverage in respect to all of such appurtenant rights; and Closing Date (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Propertyexcept as prorated hereunder).

Title Commitment. Prior to Closing, Seller shall furnish to Buyer shall, at its sole cost and the parties' expense, obtain from equally shared a standard ALTA Form 1992 commitment for an owner's policy of title insurance company chosen by Buyer, a commitment (the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) (the “Title Policy"), certified together with a copy of each document referenced in said commitments, issued by a title company selected by Buyer ("Title Company") in an amount determined by Buyer prior to at least the Effective Date of this Agreement, in the full amount of the Purchase Price. To be Closing and reasonably acceptable to Buyer, the Title Commitment shall show in Seller as to each Owned Property being conveyed insuring good and marketable title to the Property, thereto (expressly including all easements and shall commit to insure said title free other appurtenances) and clear including extended coverage deleting all of the standard printed exceptions contained exceptions, nonimputation endorsements and containing such additional endorsements as Buyer shall reasonably request; PROVIDED that Buyer shall bear all incremental premium expense for such endorsements to the extent such expense exceeds ten thousand dollars ($10,000) in Schedule B of the aggregate. Seller agrees to provide the Title Company with such affidavits, certificates or indemnitees as the Title Company may reasonably require to issue the above-referenced Title Commitment and corresponding title policy. Seller shall also cooperate with Buyer to enable Buyer to obtain, at Buyer's expense, not less than ten (10) Business Days prior to closing, surveys of each Owned Property prepared in accordance with current ALTA/ASCM standards, certified to Buyer and the Title Policy Company each dated no more than ninety (90) days prior to Closing and free and clear of all lienscontaining a detailed legal description, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed such ALTA/ASCM Table A requirements as may be requested by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyera surveyor's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record certificate acceptable to Buyer and the Title Company and prepared by a surveyor satisfactory to Buyer licensed to practice in the state where the Owned Property is located. Buyer shall have ten (10) Business Days after receipt of said Title Commitments and surveys in which do not interfere with the Buyer's proposed development and operation of the Propertyto raise title objections as to any material matters. For title to the Property to be acceptable to If such objections are raised by Buyer, then Seller shall have fifteen (15) days from the Title Commitment must (i) commit date such objections are raised to insure that all parcels of land cure the same and the Closing Date shall be extended accordingly. If objections are contiguous, if not satisfied by the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the extended Closing Date, this Agreement shall terminate unless Buyer elects to waive the Property shall have direct access to dedicated public highways that abut unsatisfied objections and consummate the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the PropertyTransactions.

Title Commitment. Buyer shallSeller shall cause to be furnished to Buyer, at its Buyer's sole cost and expense, obtain from a current ALTA title insurance company chosen by Buyer, a commitment (the "Title CommitmentTITLE COMMITMENT") issued by a nationally recognized title insurance company reasonably acceptable to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) both parties (the “Title Policy"TITLE COMPANY"), certified together with legible copies of all exceptions to at least the Effective Date of this Agreement, in the full amount of the Purchase Pricetitle referenced therein. To be acceptable to Buyer, the The Title Commitment shall show in Seller good and marketable set forth the state of title to the Real Property, and shall commit together with all exceptions or conditions to insure said title free and clear of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liens, charges, encumbrances and clouds of such title, whatsoeverincluding, except the following: (a) those created or assumed by Buyer; (b) zoning ordinanceswithout limitation, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmativerestrictions, rights-of-way, ingress covenants, reservations, and all other encumbrances affecting the Real Property which would appear in an owner's title policy, if issued. The Title Commitment shall contain the express commitment of the Title Company to issue an owners' (or egress or any other appurtenances leasehold, as appropriate) title policy (the "TITLE POLICY") to Buyer in an amount equal to that portion of the Purchase Price allocated to the Real Property as improved, insuring good, marketable and merchantable fee simple (full ownership), or leasehold, as the case may be, title to the owned Real Property. The Title Commitment shall provide insurance that the Title Policy when issued shall have all Standard and General Exceptions deleted so as to afford full "extended form coverage," except for the standard exception as to taxes which shall be limited to taxes for the current and subsequent years "not yet due and payable," and shall contain such endorsements or other affirmative coverage that the Buyer may reasonably require. At Closing, the Seller shall cause the Title Commitment to be later-dated and the so-called "gap" exception to be deleted to cover the Closing and the recording of the deeds to be delivered at Closing and shall cause the Title Company to deliver to Buyer a marked Title Commitment or pro forma Title Policy, with endorsements, as directed by Buyer. The Title Policy shall show that the owned Real Property is free -29- 39 from all liens, liabilities, encumbrances and defects in respect title other than the Permitted Encumbrances. In the event Buyer requests, and at Buyer's expense, the Title Company shall issue a mortgage title policy in an amount up to all the Purchase Price which is allocated to the owned Real Property as improved, at simultaneous issue rates. Seller shall execute such certificates and affidavits as may be reasonably required in connection with the issuance of such appurtenant rights; the Title Policy and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Propertyendorsements.

Title Commitment. Buyer shallWithin ten days from and after the date hereof, at its Seller's sole cost and expense, obtain from Seller agrees to cause the Title Company to furnish Purchaser and its counsel a title insurance company chosen by Buyer, a commitment Commitment for Owner Policy of Title Insurance (the "Title Commitment") to issue an American Land prepared and issued by the Title Association Owner's Title Insurance Policy (ALTA Form BCompany describing and covering the Dealership Property, Rev. 2006) (listing Purchaser as the “Title Policy"), certified to at least prospective named insured and showing as the Effective Date of this Agreement, in policy amount the full amount portion of the Purchase PricePrice allocated to the Dealership Property, in accordance with Article 3 hereof. To be acceptable to Buyer, the The Title Commitment shall show constitute the commitment of the Title Company to insure, by title insurance in Seller good and marketable the standard form promulgated by the Board of Insurance of the State of Texas, Purchaser's title to the Property, Dealership Property to be good and shall commit indefeasible and subject to insure said title free and clear of the standard printed exceptions contained except as modified below, but deleting (at Seller's expense) to the maximum extent permitted by applicable title insurance regulations the standard printed form survey exception from the Owner Policy of Title Insurance as hereinabove provided. The standard exception as to the lien for taxes shall be limited to the year of Closing, and shall be endorsed "Not Yet Due and Payable." The Title Commitment shall contain no exception for "visible and apparent easements" or for "public or private roads" or the like. The Title Commitment shall contain no exception for "rights of parties in Schedule B possession". Seller shall also cause the Title Company to issue, concurrently with the issuance of the Title Commitment, a separate Commitment and for Owner Policy of Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere Insurance with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption respect to the extent permitted by law; (c) real estate taxes which are a lien on Remaining Property, naming Purchaser as the Property but which are not yet due prospective named insured and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with otherwise in substantially the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, same form as the Title Commitment must (i) commit to insure that all parcels of land are contiguousleaving the policy amount blank), if for Purchaser's and Seller's use in connection with the legal description for the Remaining Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the PropertyOption Agreement.

Title Commitment. Buyer shall, at its sole cost and expense, The Purchaser may obtain a commitment (a "Title Commitment") from a title insurance company chosen by Buyer, a commitment licensed to do business in the State of Ohio (the "“Title Commitment"Company”) to issue an American Land Title Association ALTA Owner's Title Insurance Policy (ALTA Form B, Rev. 20066/17/06) (the “Title Policy"), certified to at least the Effective Date of this Agreement, in the full amount of the Purchase PricePrice of the Premises (the "Title Policy"). To The cost of the Title Policy shall be acceptable paid by the Purchaser. The Title Commitment will be certified to Buyerthe Effective Date and will include copies of all recorded documents evidencing title exceptions raised in Schedule B of the Title Commitment. On or before the date of Closing, the Title Commitment shall must show in Seller the City good and marketable title to the PropertyPremises, and shall commit to insure said title free and clear of the standard printed exceptions except for the standard printed exceptions contained in the final form of the Schedule B of the Title Commitment and Title Policy Policy, and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following:following (collectively, the "Permitted Encumbrances"): (a) those a. Those created or assumed by Buyer;the Purchaser; and (b) zoning b. Zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation the Purchaser’s intended use of the Property as a retail grocery storePremises; and c. Real estate taxes, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes if any, which are a lien on the Property Premises but which are not yet due and payable; and (d) easements d. Easements and restrictions of record acceptable to Buyer the Purchaser which do not interfere with the Buyer's proposed development and operation Purchaser’s anticipated use of the Property. For title Premises, which shall be reflected in the final form of Schedule B to the Property to be acceptable to Buyer, the Title Policy. The Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property Premises, and shall provide insurance coverage in respect to all of such appurtenant rights; and (iv) . The Title Commitment shall include the results of a special tax search and examination for any financing statements filed of record which may affect the PropertyPremises. As used herein, Title Company means Multistate Title Agency, LLC, 3300 Great American Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.

Title Commitment. Buyer shallSellers hereby agree that Sellers shall not, at its sole cost after the Agreement Date and expenseprior to Closing, obtain from take any action affecting title to the Property (except for (i) the New Tenant Leases and Modifications and memoranda thereof, and (ii) actions effectuating the release of liens or encumbrances) unless consented to by Purchaser. Purchaser acknowledges that Sellers have (a) caused the Title Company to issue to Purchaser a current commitment for a Texas standard form policy of owner’s title insurance company chosen by Buyer, a commitment (the "“Title Commitment"”) setting forth the state of title to the Property (other than the Personal Property) and committing the Title Company to issue to Purchaser an American Land Title Association Owner's Title Insurance Policy owner’s policy of title insurance insuring Purchaser’s fee simple interest in the Property (ALTA Form B, Rev. 2006other than the Personal Property) in the amount of the Purchase Price and with such endorsements as Purchaser desires (the “Title Policy"”), certified to at least the Effective Date of this Agreement, in the full amount of the Purchase Price. To be acceptable to Buyer, the Title Commitment shall show in Seller good and marketable title to the Property, and shall commit to insure said title free and clear of the standard printed exceptions contained in Schedule B (b) delivered a copy of the Title Commitment to Purchaser and caused the Title Policy and free and clear Company to deliver to Purchaser a copy of all lienstitle documents that are referred to in the Title Commitment, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are delivered to Purchaser a lien on the Property but which are not yet due and payable; and (d) easements and restrictions current “as-built” survey of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation each of the Property. For title MB Properties and Land Sites, dated not earlier than sixty (60) days prior to Closing, which surveys comply with Purchaser’s survey requirements in Exhibit 9.1 attached hereto, prepared by a licensed land surveyor in the Property State, and be keyed to be acceptable to Buyer, the Title Commitment must (i) commit collectively, the “Survey”). Notwithstanding anything to insure that all parcels the contrary herein, at the request of land are contiguousPurchaser, if Sellers shall execute and deliver to Purchaser a quit claim deed using the metes and bounds legal description for created by the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Propertysurveyor.

Title Commitment. Prior to Closing, Seller shall cause to be furnished to Buyer shallcurrent title commitments (collectively, at its sole cost and expense, obtain from a title insurance company chosen by Buyer, a commitment (the "Title Commitment") issued by Chicago Title (the "Title Company") to issue an American Land Title Association Owner's Title Insurance Policy (to Holdco, at or as soon as possible after Closing, its ALTA Form BB owner's title insurance policies (for each of the Owned Real Property) and, Rev. 2006) at Buyer's election, its leasehold title insurance policy for the Pioneer Valley Real Property, without standard exceptions and, at Buyer's election, with normal endorsements (including, without limitation, endorsements relating to zoning, access, tax parcel, contiguity (if applicable and available), survey and the owner's comprehensive endorsement), subject to all Permitted Liens in an amount equal to the fair market value of each such Owned Real Property or the leasehold value of the Pioneer Valley Real Property as determined by Buyer. The Title Commitment will commit the insurer to insure that, with respect to the Owned Real Property, the fee simple title to such Owned Real Property is marketable and valid and vested in Holdco, and, with respect to the Pioneer Valley Real Property, that the leasehold estate is good and marketable subject to the terms and conditions of the lease, and the lessor named in the lease was the owner of such Pioneer Valley Real Property on the date of the signing of the lease, subject, in each case, only to Permitted Liens. The Title Commitments will be accompanied by readable copies of all documents cited as exceptions to title therein (the “Title Policy"Underlying Documents"), which will be certified to at least by the Effective Date Title Company as true, correct and complete copies of this Agreement, the Underlying Documents. The cost of such title insurance (including premiums) will be borne by Buyer. To the extent that reference is made in the full amount Title Commitment to any material exceptions ("additional exceptions") other than the Permitted Liens, Buyer will have ten (10) days from the later of (x) the date Seller delivers the Title Commitment to Buyer and (y) the date Seller delivers the Survey to Buyer, to notify Seller in writing of any material objections to such additional exceptions. If notice of such objection is not given to Seller within such period, then any objection to the additional exceptions shall be deemed to have been waived by Buyer, and all those additional exceptions shall be Permitted Liens. Seller shall have the right (including without limitation the right to use all or any part of the Purchase PricePrice for this purpose), but not the obligation, up to and including the Closing to cure or remove any objectionable exceptions, so that the Title Policies can be issued to Buyer at the Closing at Buyer's expense without making exception to the objectionable exceptions. To If, at or prior to the Closing, Seller notifies Buyer that Seller is unable or unwilling to cure or remove any such objectionable exceptions, and if any such objectionable exception would materially and adversely affect the conduct of the Business after the Closing, then Buyer shall have the option of giving notice to Seller within ten (10) days after receipt of Seller's notice or on the date of the Closing, whichever date first occurs, either to terminate this Agreement or to waive any such objections, in which case the objectionable exceptions shall be acceptable to Permitted Liens; and if no such notice is given by Buyer, the Title Commitment shall show in Seller good and marketable title then Buyer will be deemed to the Property, and shall commit have elected to insure said title free and clear of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or waive any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Propertyobjections.