Title Commitments Sample Clauses
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Title Commitments. Buyer hereby acknowledges that Buyer has received from the Title Company a commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for each of the Properties, along with legible copies of all documents referenced in said title commitment (the “Title Commitments”), such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title Policy”) insuring title to the Land (whether fee or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey of the Land for each Property from licensed surveyors (each, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the right, in its absolute discretion, to elect, upon written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a return of the Deposit or (ii) to take such title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reason...
Title Commitments. Prior to Closing, Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to assist Buyer if Buyer desires to obtain American Land Title Association ("ALTA") title insurance commitments (collectively, the "Title Commitments," and each a "Title Commitment"), in final form, from one or more title insurance companies (collectively, the "Title Company"), committing the Title Company (subject only to the satisfaction of any industry standard requirements contained in the Title Commitment) to issue ALTA (or its local equivalent) form of title insurance policies in an amount acceptable to the Buyer and the Title Company insuring good, valid, indefeasible fee simple title to the Real Property in Buyer, in all cases, at Buyer's sole expense and in the respective amounts that Buyer requests prior to Closing, subject to no Encumbrances or other exceptions to title other than Permitted Encumbrances (collectively the "Title Policies"). On or prior to the Closing Date, Seller shall execute and deliver, or cause to be executed and delivered, to the Title Company, at no cost to Seller, any customary affidavits, standard gap indemnities, evidence of corporate existence and authority, and similar documents reasonably requested by the Title Company in connection with the issuance of the Title Commitments or the Title Policies; provided that such efforts and Buyer's request for Title Policies or Title Commitments shall, in no event, result in any delay in the consummation of the transactions contemplated by this Agreement, except to the extent caused by or resulting from Seller's breach of this Agreement; and provided further, that nothing in this Section 6.17 shall obligate Seller to execute or deliver any document that affects, in a manner adverse to Seller, Seller's liability to Buyer as expressed herein and in the Special Warranty Deed.
Title Commitments. Each Purchaser acknowledges and agrees that it has reviewed preliminary Title Commitments and a survey of the Real Property (the “Survey”) and that all exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c).
Title Commitments. Commitments for ALTA Owner’s Title Insurance Policies for the Property, issued by Title Company in the full amount of the Consideration, agreeing to insure title to the Property on or after the Contract Date, showing Seller as owner of the Property, and indicating the conditions upon which Title Company will issue full extended coverage over all general title exceptions contained in such policies, and including such endorsements as Buyer may request.
Title Commitments. The issuer of the Title Commitments shall have made available to the Buyer title insurance policies in an amount satisfactory to the Buyer insuring title to the Ownership Shares being transferred at each Closing consisting of real estate and Improvements as of the relevant Closing Date substantially in the form of the Title Commitments (but in the case of any Subsequent Closing without regard to any changes therefrom which result from any act or omission of the Buyer and/or any owner of the Facility other than the Seller(s) participating in said Subsequent Closing), with such changes therefrom as would not in the aggregate be likely to have a Plant Material Adverse Effect and with the exceptions for parties in possession (other than those disclosed in Schedule 2.1(a)(iii)(A) and Schedule 2.1(a)(iii)(B), if any) and unfiled mechanics' and materialmen's liens (other than those that arise from any act or omission of the Buyer or arise under Good Utility Practices and are not material to the operation or use of the Acquired Assets in the business of the Sellers as conducted through the relevant Closing Date) removed; provided, that the Buyer shall be under no obligation to pay any amounts to the issuer of such title insurance policies in order to cause an exception not contained in the Title Commitments to be removed from such title insurance policies if the amount of such payment would constitute a Plant Material Adverse Effect;
Title Commitments. MPC and SSA has caused the Title Company to issue (i) a current title commitment with respect to the Refinery Real Property (together with any updates thereto, the “Refinery Title Commitment”) and (ii) current title commitments with respect to each Marketing Site (collectively, together with any updates thereto, the “Marketing Title Commitments”). Each of the Refinery Title Commitment and the Marketing Title Commitments shall set forth the state of title to the applicable real property fee or leasehold interest, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all easements, restrictions, rights-of-way, covenants, reservations and all other encumbrances affecting the applicable real property interests, which may appear in the Refinery Title Policy or the applicable Marketing Title Policy, as applicable, if issued. Each of the Refinery Title Commitment and the Marketing Title Commitments when issued shall be accompanied by the most legible copies available of all such exceptions and conditions shown therein (the “Title Exception Documents”). The Refinery Title Commitment shall contain the express commitment of the Title Company to issue the Refinery Title Policy, and the Marketing Title Commitments shall each contain the express commitment of the Title Company to issue the applicable Marketing Title Policy (including a corresponding Sale-Leaseback Leasehold Title Policy, if applicable), in each case in a minimum amount as set forth on Section 7.10(a) of the Disclosure Schedules, subject to customary conditions of Title Company in issuing such Title Policies, and also subject to any modifications or changes to any Survey, Refinery Title Commitment or Marketing Title Commitment made in accordance with this Formation Agreement. Notwithstanding anything to the contrary herein or in Appendix D, NTI may elect to obtain any Refinery Title Policy or any Marketing Title Policy, including any Sale-Leaseback Leasehold Title Policy, in an amount greater than the applicable amount set forth on Section 7.10(a) of the Disclosure Schedules; provided, however, that NTI shall pay the increased cost for any incremental title premiums incurred in excess of the premiums that would have been paid if NTI obtained Title Policies (including endorsements) in the amounts set forth on Section 7.10(a) of the Disclosure Schedules.
Title Commitments. Provided that Buyer has taken all customary and necessary actions for the issuance of the title policies, including without limitation satisfying those certain requirements listed in the Title Commitments within the control and reasonably required to be satisfied on the part of Buyer, each Title Company shall have committed and be prepared to deliver contemporaneously with the Closing, at the Buyer’s sole expense, an Owner’s Policy of Title Insurance materially in accordance with its Title Commitments and with no exceptions to title other than as set forth in its Title Commitments or the Permitted Exceptions. Sellers hereby covenant to satisfy all requirements listed in the Title Commitments within the control of and reasonably required to be satisfied on the part of Sellers, including without limitation all actions required to be performed by Sellers pursuant to this Agreement.
Title Commitments. Seller shall have furnished to Buyer the ----------------- Title Commitments within the time period required by this Agreement.
Title Commitments. Purchaser acknowledges that a copy of a current commitment for title insurance or a preliminary title report with respect to the Real Property, together with copies of all documents of record referred to therein (the “Title Commitment”) issued by First American on an ALTA 2006 Owner’s Form or state promulgated form has been delivered or made available to Purchaser.
Title Commitments. Receipt of title commitments for each Facility, each in form and substance reasonably satisfactory to Buyer, and such that the only condition to the issuance of Title Policies from such title commitments is the payment of the title insurance premiums.