Title Commitments and Surveys Clause Samples

Title Commitments and Surveys. Insight and TCI each will provide to the other, within 60 days after the date of this Agreement, (a) current commitments to issue title insurance policies on the 1992 ALTA owner's form (or its local equivalent in any state in which ALTA policies are not available) ("Title Commitments") by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally-recognized title insurance company (the "Title Company") and containing policy limits and other terms reasonably acceptable to the other, and, legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Company to each parcel of the Owned Property and easements that provide access to such Owned Real Property included in its Assets, subject only to Permitted Liens, and (b) surveys of each parcel of Owned Property in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Company and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall be paid by the Company; provided however that each of Insight and TCI shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property. If Insight or TCI notifies the other within 30 days following its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedules 5.4 or 6.4, as applicable) or other matter affecting title to Owned Property of the other which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Owned Property for the purposes for which it is currently used or operated by the other (each a "Title Defect"), the other will exercise commercially reasonable efforts to (i) remove such Title Defect, or (ii) with the consent of the objecting party, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonab...

Title Commitments and Surveys. (a) Seller shall cooperate with Buyer to obtain and deliver, for the benefit of Buyer and the cost of which is to be borne by Buyer, commitments of title insurance, each in a form and from a title insurance company satisfactory to Buyer, covering the Owned Real Property. Such commitments shall be delivered within 30 days of this Agreement. Each commitment shall be accompanied by one copy of all recorded documents relating to or affecting such property. (b) With respect to each parcel for which a commitment of title insurance is to be delivered pursuant to Section 5.13(a), if requested by Buyer, Seller shall obtain and deliver to Buyer at Buyer’s expense a survey, each in form and from a licensed surveyor satisfactory to Buyer. Such surveys shall be delivered as soon as reasonably practicable as determined by the availability of the particular surveyor identified by Buyer.

Title Commitments and Surveys. After the execution of this Agreement, Buyer may obtain, at its sole expense, (a) commitments for owner's title insurance policies on all Real Property owned by Seller and on easements which provide access to each such parcel of Real Property, and (b) an ALTA survey on each parcel of Real Property for which a title insurance policy is to be obtained. Seller will provide reasonable assistance in connection with Buyer obtaining such commitments and surveys, as Buyer may request from time to time. All such commitments and surveys will be obtained within 60 days of the date of this Agreement. If Buyer notifies Seller in writing within 15 days after the date Buyer receives the commitment or survey with respect to a parcel of owned or leased Real Property that the commitment or survey discloses a condition that constitutes a breach, or any facts which could be reasonably expected to result in a breach, of the representations of Seller contained in Section 4.7 or any condition that would prohibit Seller from transferring title to such Real Property free and clear of Encumbrances (other than Permitted Encumbrances), then Seller will promptly commence further investigation and use commercially reasonable efforts to at its expense to cure the condition prior to Closing. If Seller, having used such commercially reasonable efforts, is unable to cure the condition prior to Closing and Closing will occur, then any claim for indemnification that Buyer may have with respect to the condition may be brought without the requirement that such claims meet or exceed the Threshold Amount. Seller agrees to provide Buyer's title company with a standard form of indemnification for any mechanic's or materialmen's lien affecting such Real Property which is not an Assumed Obligation and Liability.

Title Commitments and Surveys. (a) Purchaser shall, at Purchaser's expense, obtain (i) a title commitment (the "Commitment") for an Owner's Title Insurance Policy issued by a title insurance company satisfactory to Purchaser in the amount of the Purchase Price, covering title to the Property and (ii) a survey of the Property (the "Survey"). Purchaser shall have until the expiration of the Inspection Period to provide written notice to Seller of any matters shown by the Commitment and Survey affecting the Property which are not satisfactory to Purchaser, which notice (a "Title and Survey Notice") must specify the reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Purchaser's disapproval. The parties shall then have thirty (30) days after the date of such Title and Survey Notice to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser's objection(s). If the parties fail to agree on the necessary steps, Purchaser shall have a right to terminate this Agreement during the ten (10) day period following the expiration of the aforesaid thirty (30) day period. If Purchaser exercises such right, Escrow Agent shall thereupon promptly return the Deposit to Purchaser. (b) Except as otherwise provided herein, Seller shall have no obligation whatsoever to expend any funds or cure any title or survey objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser. Notwithstanding anything to the contrary herein, if the Commitment shall disclose interests, encumbrances or liens of definite or ascertainable amounts which may be removed by the payment of money, Seller shall clear such item(s) (i) prior to the Closing Date, by using its own funds, or (ii) on the Closing Date, by using the Purchase Price payable to Seller by Purchaser. (c) From and after the execution of this Agreement until the Closing Date or termination of this Agreement, Seller covenants and agrees that no encumbrance, lien or other interest shall be created with respect to the Property without first obtaining the prior written consent of Purchaser thereto, such consent to be granted or denied by Purchaser in its sole and absolute discretion, provided, however, that no such consent shall be required in respect of new leases at the Property entered into by or on behalf of Seller in accordance with the terms, provisions and conditio...

Title Commitments and Surveys. Insight and TCI each will provide to the other, within 60 days after the date of this Agreement, (a) current commitments to issue title insurance policies on the 1992 ALTA owner's form (or its local equivalent in any state in which ALTA policies are not available) ("Title Commitments") by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally-recognized title insurance company (the "Title Company") and containing policy limits and other terms reasonably acceptable to the other, and, legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the other party to each parcel of the Owned Property and easements that provide access to such Owned Real Property included in its Assets, subject only to Permitted Liens, and (b) surveys of each parcel of Owned Property in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the other party and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall be split equally between Insight and TCI; provided however that (x) each party shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the requesting party will pay the premiums and charges for any additional endorsements such party requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title Defects. If Insight or TCI notifies the other within 30 days following its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedules 5.4 or 6.4, as applicable) or other matter affecting title to Owned Property of the other which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Owned Property for the purposes for which it is currently used or operated by the other (each a "Title Defect"), the other will exercise commercially reasonable efforts to (i) remove such Title Defect, or (ii) with the consent of the objecting party, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. I...

Title Commitments and Surveys. After the execution of this Agreement, Buyer may obtain, at its sole expense, (a) commitments for owner's title insurance policies (and if Buyer decides to do so, title insurance) on some or all Real Property owned by Seller and on easements which provide access to each such parcel of Real Property, and (b) an ALTA survey on each parcel of Real Property for which a commitment for a title insurance policy is to be obtained. Seller will provide reasonable assistance in connection with Buyer obtaining such commitments (and title insurance) and surveys, as Buyer may request from time to time (including delivering such affidavits and other documents that the title company or Buyer may reasonable request in order to cause the title company to issue title insurance in favor of Buyer). Without limiting the foregoing, Seller will as soon as practicable after the execution of this Agreement deliver to Buyer such information as shall be reasonably necessary to permit Buyer to order commitments for title insurance on Real Property owned by Seller and Buyer will promptly after receipt of such information order such commitments. If Buyer notifies Seller in writing that the commitment or survey discloses a defect in title that constitutes a breach, or any facts which could be reasonably expected to result in a breach, of the representations of Seller contained in Section 4.7, then Seller will promptly commence further investigation and use commercially reasonable efforts to, at its expense, cure the defect prior to the Closing. If Seller, having used such commercially reasonable efforts, is unable to cure the defect prior to the Closing and the Closing occurs, then (i) Buyer and Seller may enter into a written agreement at the Closing mutually acceptable to both parties with respect to Seller's obligation to cure such defect after the Closing, and (ii) any claim for indemnification that Buyer may have with respect to the defect may be brought without the requirement that such claims meet or exceed the Threshold Amount.

Title Commitments and Surveys. Buyer will have the option to obtain, at its own expense, commitments to issue title insurance policies and surveys with respect to the Real Property. Sellers shall deliver such reasonable affidavits as are required by Buyer’s title company in order to delete the standard printed exceptions relating to mechanics liens and the interests of other parties in possession and shall provide such access to the Real Property as is reasonably required to permit Buyer to obtain surveys thereof.

Title Commitments and Surveys. At least ten (10) days prior to the scheduled Closing Date, ParentCo shall, at the Purchaser’s sole cost and expense, for each individual Owned Real Property, cause to be delivered to the Purchaser a commitment for a policy of title insurance (each a “Title Commitment” and collectively, the “Title Commitments”), together with copies of all documents identified in such Title Commitment, issued by the Title Company. The Purchaser shall also have the option of ordering a survey (each a “Survey” and collectively, the “Surveys”) to be performed at each Owned Real Property. If the Title Commitments or the Surveys show any Encumbrances on any Owned Real Property, other than Permitted Encumbrances, the Sellers shall be obligated to cure and or remove of record such Encumbrances at or prior to the Closing so that the Purchaser shall be able to obtain a policy of title insurance from the Title Company at the Closing insuring title to such Owned Real Property in the condition required hereunder. In the event that the Title Commitment or Survey for any Owned Real Property reveals any Encumbrance that is not a Permitted Encumbrance, and it becomes apparent that the Sellers cannot or will not cure or remove of record such Encumbrance at or prior to Closing, the Purchaser shall have the option to elect to consummate the transactions contemplated hereby with a downward adjustment to the Purchase Price in an amount necessary to cure or remove such Encumbrance at the Closing, which amount shall not in any event exceed, in the aggregate, $50,000 for such Encumbrances.

Title Commitments and Surveys. Seller shall have delivered to Buyer the title commitments set forth in Section 4.8(a), and Buyer shall have been able to obtain (even if Buyer has not obtained) the surveys set forth in Section 4.8(b).