Common use of Title Commitments and Surveys Clause in Contracts

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 reasonable discretion, the Company and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Company, in its reasonable discretion. Any decisions to be made by the Company pursuant to this Section shall be made by TCI with respect to Insight Owned Property and by Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI pursuant to the Exchange Agreement with respect to owned real property included in the Exchange Assets shall be issued in the name of the Company and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete or insure over any Title Defects relating to such owned real property.

Title Commitments and Surveys. Insight and TCI each will provide THE SHAREHOLDERS SHALL CAUSE THE COMPANY TO OBTAIN AS SOON AS REASONABLY POSSIBLE, AT THE EXPENSE OF THE COMPANY, A TITLE COMMITMENT FROM _________________ (THE "TITLE COMPANY") FOR AN OWNER'S TITLE POLICY/ALTA FORM 1987 (REVISED 10-17-92) TITLE INSURANCE POLICY FOR THE REAL PROPERTY (THE "OWNED PROPERTY") OWNED BY THE COMPANY (THE "TITLE COMMITMENT"), ALONG WITH COPIES OF ALL RECORDED DOCUMENTS AFFECTING OR RELATING TO THE OWNED PROPERTY. THE COMPANY SHALL OBTAIN AS SOON AS REASONABLY POSSIBLE, AT THE EXPENSE OF THE COMPANY, AN ALTA/ACSM SURVEY OF THE OWNED PROPERTY (THE "SURVEY"), SHOWING, INTER ALIA, THE PERIMETER BOUNDARIES OF THE OWNED PROPERTY, ALL IMPROVEMENTS THEREON, AND ALL TITLE EXCEPTIONS NOTED ON THE TITLE COMMITMENT. THE COMPANY WILL PROVIDE SEI WITH COPIES OF THE TITLE COMMITMENT AND SURVEY. Section 8. Conditions to the other, within 60 days after Parties' Obligations to Effect the date Transfer. The respective obligations of this Agreement, the parties to effect the Transfer shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) current commitments This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law, by the applicable regulations of the New York Stock Exchange and by any applicable regulatory body. (b) Any waiting period applicable to issue title insurance policies the consummation of the Transfer under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976 shall have expired or been terminated. (c) None of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (d) SEI's Registration Statement shall remain effective at the Closing, and no stop order suspending the effectiveness of the Registration Statement shall have been issued; no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing; and all necessary approvals under state securities laws relating to the issuance or trading of the SEI Common Stock to be issued in connection with the Transfer shall have been received. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect 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") business of SEI 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 (and their respective subsidiaries), taken as a whole, following the Closing. (f) The SEI Common Stock to each parcel of be issued in connection with the Owned Property and easements that provide access to such Owned Real Property included in its AssetsTransfer shall have been approved for listing on the New York Stock Exchange, subject only to Permitted Liens, and (b) surveys official notice of each parcel of Owned Property in such form as is necessary to obtain the title insurance to be issued pursuant issuance. Section 9. Conditions to the Title Commitments with Obligations of the standard printed exceptions relating Shareholders to survey matters deleted (Effect the "Surveys"), certified Transfer. The obligations of the Shareholders to effect the Transfer shall be subject 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 fulfillment at 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 Date of the transaction in accordance with this Agreement in its reasonable discretion, the Company and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Company, in its reasonable discretion. Any decisions to be made by the Company pursuant to this Section shall be made by TCI with respect to Insight Owned Property and by Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI pursuant to the Exchange Agreement with respect to owned real property included in the Exchange Assets shall be issued in the name of the Company and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete or insure over any Title Defects relating to such owned real property.conditions:

Title Commitments and Surveys. Insight and TCI each Each Party will provide have the option to the otherobtain, within 60 days after the date of this Agreementat its own expense, (ai) current commitments to issue of 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") issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally-a nationally recognized title insurance company selected by the requesting party (the "Title Company") and containing policy limits and other terms reasonably acceptable to the otherrequesting party, and, legible and photocopies of all recorded items described as exceptions therein, therein committing to insure (A) fee simple title in the Company requesting party to each parcel of the RMG Owned Property and easements that provide access to such or IP-I Owned Real Property included in its AssetsProperty, subject only to Permitted Liensas the case may be, and (bB) surveys of a leasehold interest in the requesting party in each parcel of RMG Leased Property or IP-I Leased Property, as the case may be, that is the site of a System headend or tower, by American Land Title Association ("ALTA") (1992) owner's or lessee's policies of title insurance, and (ii) current ALTA as-built surveys (in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by ALTA and the American Congress on Surveying and Mapping in 1992) of each such parcel of RMG or IP-I Owned Property or RMG or IP-I Leased Property with monuments placed at all major corners of the property boundary unless already marked and showing the location and identification by recorded instrument number of all easements or rights-of-way burdening or benefiting the property in question and all other documents and matters referenced as exceptions on the Title Commitment, the location of all apparent easements and rights-of-way, flood zone designation, setback lines, if applicable, the location of all substantial visible improvements on such property and the location of all adjoining streets and indication of access to a public way such as curb cuts and driveways, in such form as is reasonably satisfactory to the requesting 50 57 party and 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 parties and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by If 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 requesting party notifies the other party within 30 20 days following of this Agreement or, if later, of 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 applicableLien) or other matter affecting title to RMG or IP-I Owned Property or RMG or IP-I Leased Property of the other which renders (or presents a material risk of rendering) title to any parcel of RMG or IP-I Owned Property not good and marketable or prevents access to or which could prevent materially interferes with (or impede in any way presents a material risk of preventing or interfering with) the use or operation of any parcel of RMG or IP-I Owned Property or RMG or IP-I Leased Property for the purposes for which it is currently used or operated intended to be used by the other such Party (each a "Title Defect"), the other such party will exercise commercially reasonable efforts to (i) remove such Title Defector, or (ii) with the consent of the objecting requesting party, cause the Title Company to commit to insure over 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 reasonable discretion, the Company and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Company, in its reasonable discretion. Any decisions to be made by the Company pursuant to this Section shall be made by TCI with respect to Insight Owned Property and by Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI pursuant to the Exchange Agreement with respect to owned real property included in the Exchange Assets shall be issued in the name of the Company and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete or insure over any Title Defects relating to such owned real property.

Title Commitments and Surveys. Insight and TCI each Charter will provide have the option to the otherobtain, within 60 days after the date of this Agreementat its own expense, (ai) current commitments to issue of 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") issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally-a nationally recognized title insurance company selected by Charter (the "Title Company") and containing policy limits and other terms reasonably acceptable to the otherCharter, and, legible and photocopies of all recorded items described as exceptions therein, therein committing to insure (a) fee simple title in the Company Charter to each parcel of Owned Property and (b) a leasehold interest in Charter in each parcel of Leased Property that is the site of a System headend or tower, by American Land Title Association ("ALTA") (1992) owner's or lessee's policies of title insurance, and (ii) current ALTA as-built surveys (in -35- 42 accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by ALTA and the American Congress on Surveying and Mapping in 1992) of each such parcel of the Owned Property or Leased Property with monuments placed at all major corners of the property boundary unless already marked and showing the location and identification by recorded instrument number of all easements that provide or rights-of-way burdening or benefiting the property in question and all other documents and matters referenced as exceptions on the Title Commitment, the location of all apparent easements and rights-of-way, flood zone designation, setback lines, if applicable, the location of all substantial visible improvements on such property and the location of all adjoining streets and indication of access to a public way such Owned Real Property included in its Assetsas curb cuts and driveways, subject only to Permitted Liens, and (b) surveys of each parcel of Owned Property in such form as is reasonably satisfactory to Charter and 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 parties 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 If Charter notifies RMG within twenty (20) days 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 this Agreement or, if later, of 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 applicableLien) or other matter affecting title to the Owned Property or Leased Property which renders (or presents a material risk of rendering) title to any parcel of the other which Owned Property not good and marketable or prevents access to or which could prevent materially interferes with (or impede in any way presents a material risk of preventing or interfering with) the use or operation of any parcel of Owned Property or Leased Property for the purposes for which it is currently used or operated intended to be used by the other RMG (each a "Title Defect"), the other RMG will exercise commercially reasonable efforts to (i) remove such Title Defector, or (ii) with the consent of the objecting partyCharter, cause the Title Company to commit to insure over 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 reasonable discretion, the Company and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Company, in its reasonable discretion. Any decisions to be made by the Company pursuant to this Section shall be made by TCI with respect to Insight Owned Property and by Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI pursuant to the Exchange Agreement with respect to owned real property included in the Exchange Assets shall be issued in the name of the Company and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete or insure over any Title Defects relating to such owned real property.

Title Commitments and Surveys. Insight and TCI each will provide to the other, within 60 days after the date of this Agreement, (a) current Purchaser shall, at Purchaser's expense, obtain (i) title 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 for an agent writing for Old Republic Insurance Company, Chicago Owner's Title Insurance Company or another nationally-recognized Policy issued by a title insurance company (the "Title Company") and containing policy limits and other terms reasonably acceptable satisfactory to the otherPurchaser in an amount determined by Purchaser, and, legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple covering 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 (bii) surveys a survey 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 . Purchaser shall have until the expiration of the Inspection Period to provide written notice to Seller of any matters shown by the Company and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys affecting the Property which are not satisfactory to Purchaser, which notice (a "Title and other documents required by 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 Company and Survey Notice to issue make such policies and Surveys arrangements or take such steps as they shall be paid by the Company; provided however that each of Insight and TCI shall pay for the cost mutually agree to delete or insure over any Title Defects relating to its Owned Propertysatisfy Purchaser's objection(s). If Insight 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 TCI notifies 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 other within 30 days following its receipt contrary herein, if a Commitment shall disclose interests, encumbrances or liens of both the Title Commitments and the Surveys of any Lien definite or ascertainable amounts (other than a Permitted Lien or a Lien set forth in Schedules 5.4 or 6.4the PBGC Lien, as applicabledefined below) 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 may be removed by the other payment of money (each a "Title DefectAscertainable Interests"), the other will exercise commercially reasonable efforts to Seller shall clear such item(s) (i) remove such Title Defectprior 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 (other than in the ordinary course of business) without first obtaining the prior written consent of Purchaser thereto, such consent not to be unreasonably withheld by Purchaser, 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 consent terms, provisions and conditions set forth in Section 8(i) below. On the Closing Date, Purchaser shall conduct a search of title for the Property from the date of the objecting partyCommitments through the Closing Date. Any new matters appearing of record during such rundown period not previously approved by Purchaser in writing shall constitute title defects hereunder. If any such title defects exist on the Closing Date, cause Purchaser may exercise its remedies for breach by Seller as provided in Section 12 below. (d) All notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by any health or other federal, state or municipal departments having jurisdiction against or affecting the Title Company to commit to insure over each such Title Defect Property, excluding, however, the PBGC Lien (collectively, the "Violations"), shall be complied with by Seller prior to the ClosingClosing Date and the Property shall be conveyed free thereof. If Notwithstanding the foregoing, should (i) such Title Defect cannot be removed notice, order, or requirement necessitate the payment of Fifty Thousand Dollars ($50,000) or more by Seller, and (ii) Seller in good faith disputes the amount of such notice, order, or requirement, then Seller shall, prior to Closing the Inspection Period Expiration Date, notify Purchaser of its election to either (a) terminate this Agreement, in which event all Deposits shall immediately be returned to Purchaser and, except as otherwise provided in Section 4(a), this Agreement shall be of no further force or the Title Company does not commit to insure over effect; or (b) clear such Title Defect item prior to or on the Closing and if Date. In the objecting party event that Seller elects to waive such Title Defect and proceed towards consummation of the transaction terminate this Agreement in accordance with this Agreement subsection (d), Purchaser shall then have the right to nullify Seller's termination notice by written notice, given to Seller within five (5) business days of Seller's election, declaring that Purchaser will assume responsibility for all amounts over Fifty Thousand Dollars ($50,000) to be paid in its reasonable discretionconnection with such disputed notice, order, or requirement. In such event, the Company Agreement shall be reinstated and continue in full force and effect. (e) Seller has disclosed to Purchaser the party that owns such property shall enter into existence of a written agreement at Closing containing lien on the commitment Property in favor of the party that owns such property to use commercially reasonable efforts to remedy Pension Benefit Guaranty Corporation (the Title Defect following Closing on terms satisfactory "PBGC Lien"), a copy of which is attached hereto as Exhibit F. Notwithstanding anything contained herein to the Companycontrary, in its reasonable discretionif Seller fails to obtain and record a release, discharge, or other similar instrument fully discharging the PBGC Lien on or before the Closing Date (the "PBGC Discharge"), Purchaser, at Purchaser's option, may elect to either (i) consummate the transactions contemplated hereby, or (ii) terminate this Agreement. Any decisions If Purchaser elects to be made by the Company pursuant to this Section so terminate, all Deposits shall be made by TCI with respect immediately returned to Insight Owned Property Purchaser, and by Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI pursuant to the Exchange except as otherwise provided in Section 4(a), this Agreement with respect to owned real property included in the Exchange Assets shall be issued in the name of the Company and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete have no further force or insure over any Title Defects relating to such owned real propertyeffect.

Title Commitments and Surveys. Insight and TCI each Charter will provide have the option to the otherobtain, within 60 days after the date of this Agreementat its own expense, (ai) current commitments to issue of 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") issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally-a nationally recognized title insurance company selected by Charter (the "Title Company") and containing policy limits and other terms reasonably acceptable to the otherCharter, and, legible and photocopies of all recorded items described as exceptions therein, therein committing to insure (a) fee simple title in the Company Charter 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 and (b) a leasehold interest in Charter in each parcel of Leased Property that is the site of a System headend or tower, by American Land Title Association ("ALTA") (1992) owner's or lessee's policies of title insurance, and (ii) current ALTA as-built surveys (in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by ALTA and the American Congress on Surveying and Mapping in 1992) of each such parcel of Owned Property or Leased Property with monuments placed at all major corners of the property boundary unless already marked and showing the location and identification by recorded instrument number of all easements or rights-of-way burdening or benefiting the property in question and all other documents and matters referenced as exceptions on the Title Commitment, the location of all apparent easements and rights-of-way, flood zone designation, setback lines, if applicable, the location of all substantial visible improvements on such property and the location of all adjoining streets and indication of access to a public way such as curb cuts and driveways, in such form as is reasonably satisfactory to Charter and 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 parties 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 If Charter notifies IPWT within twenty (20) days 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 this Agreement or, if later, of 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 applicableLien) or other matter affecting title to Owned Property or Leased Property which renders (or presents a material risk of the other which rendering) title to any parcel of Owned Property not good and marketable or prevents access to or which could prevent materially interferes with (or impede in any way presents a material risk of preventing or interfering with) the use or operation of any parcel of Owned Property or Leased Property for the purposes for which it is currently used or operated intended to be used by the other IPWT (each a "Title Defect"), the other IPWT will exercise commercially reasonable efforts to (i) remove such Title Defector, or (ii) with the consent of the objecting partyCharter, cause the Title Company to commit to insure over 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 reasonable discretion, the Company and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Company, in its reasonable discretion. Any decisions to be made by the Company pursuant to this Section shall be made by TCI with respect to Insight Owned Property and by Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI pursuant to the Exchange Agreement with respect to owned real property included in the Exchange Assets shall be issued in the name of the Company and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete or insure over any Title Defects relating to such owned real property.

Title Commitments and Surveys. Insight and TCI each will provide to the other, within 60 (a) Within forty-five (45) days after the date of this Agreement, (a) current Seller at the cost and expense of Buyer, shall provide to Buyer, title commitments to issue for owners’ policies of title insurance policies on the 1992 ALTA owner's form (or its local equivalent in any state in which ALTA policies are not availableeach, a “Title Commitment”) ("Title Commitments") prepared by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally-recognized title insurance company selected by Buyer (the "“Title Company"”) based on the Existing Title Insurance Policies and containing policy limits certified ALTA surveys prepared by licensed surveyors selected by Buyer (each, a “Survey”), with respect to all of the Owned Real Properties. Each such Survey: (i) shall be an ALTA survey duly certified by the respective surveyor to Buyer, the Company, Seller, the Title Company and any other terms parties selected by Buyer; (ii) shall be in form and substance reasonably acceptable to Buyer and the otherTitle Company; and (iii) shall show no encroachments or other survey defects with respect to the buildings, andstructures and other improvements thereon and which shall show no encroachments or other survey defects with respect to the property lines and boundaries thereof (in each case, legible photocopies other than Permitted Encumbrances). Each such Title Commitment shall reflect that upon payment of all recorded items described as exceptions premiums and charges due for such title insurance, and satisfaction by Seller of all requirements therein, committing to insure the Company shall be vested with good, marketable and 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 AssetsProperties, subject only to Permitted LiensEncumbrances. To the extent available in the State of Iowa, each Title Commitment delivered pursuant to this Section 7.8(a) shall contain, at Buyer’s sole cost and expense, the following endorsements: Fairway, Non-Imputation, Zoning 3.1 (with parking), access, contiguity, survey (same/same), permanent index (tax parcel) number, owner’s comprehensive, and extended coverage (deletion of standard exceptions), and any other endorsements reasonably required by Buyer. Subject to Section 7.8(b), in the event that any of the Title Commitments or Surveys to be obtained pursuant to this Section 7.8(a) reveals Encumbrances that are not Permitted Encumbrances, to the extent that such Encumbrances can be cured by the payment or expenditure of money, Seller shall be obligated to correct or cure such defect or problem as promptly as practicable. Seller shall deliver, on or prior to the Closing, final dated-down Title Commitments (for the issuance of final title policies) and Buyer shall pay, at Closing, all reasonable costs and expenses of the Title Company for all title insurance work charges, searches, title examinations, abstracts, all ALTA title insurance premiums and all endorsements. (b) surveys of each parcel of Owned Property in such form as is necessary to obtain the title insurance to be issued pursuant Prior to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys")Closing, certified to Seller and 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 take commercially reasonable efforts to (icause any Removal Encroachment to be removed on terms reasonably satisfactory to Buyer, including to the extent that such Removal Encroachment can be removed by the payment or expenditure of money, making such payment or expenditure as promptly as practicable; provided, however, that Removal Encroachments which do not detract in the aggregate in any material respect from the value or use of any Company Branch on the Closing Date and which cannot be removed by the payment or expenditure of money shall be deemed Permitted Encumbrances; provided, further, that Seller shall indemnify Buyer pursuant to Section 11.1(a)(xi) remove for any Loss or Expense arising from or related to any 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 Removal Encroachment not removed 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 reasonable discretion, the Company and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Company, in its reasonable discretion. Any decisions to be made by the Company pursuant to this Section shall be made by TCI with respect to Insight Owned Property and by Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI pursuant to the Exchange Agreement with respect to owned real property included in the Exchange Assets shall be issued in the name of the Company and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete or insure over any Title Defects relating to such owned real property.

Title Commitments and Surveys. Insight and TCI each will provide 1. 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 reasonably satisfactory to Purchaser in the amount of the Purchase Price, covering title to the otherProperty 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, within 60 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). The Closing hereunder shall be extended by the period of time (not to exceed 30 days) that Seller and Purchaser cooperate for purposes of agreeing to such arrangement or steps to satisfy Purchaser's objectives. 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. Thereafter, neither party shall have any further liability to the other under this Agreement. Seller, (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 Companyhowever, 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 required, either at 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 discharge mortgages or other liens upon 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 reasonable discretion, the Company and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property Property as hereinafter provided or to use commercially reasonable efforts the Purchase Price to remedy the Title Defect following Closing on terms satisfactory so discharge such mortgages unless otherwise assigned to the Company, in its reasonable discretion. Any decisions to be made or assumed by the Company pursuant to this Section shall be made by TCI with respect to Insight Owned Property and by Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI Purchaser pursuant to the Exchange Agreement terms hereof. Purchaser agrees to accept title subject to residential tenant leases and all matters of record (other than liens) which do not materially interfere with respect to owned real property included in the Exchange Assets shall be issued in the name current use of the Company Property and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete or insure over any Title Defects relating to such owned real propertyuses permitted under applicable zoning laws.

Title Commitments and Surveys. Insight Seller shall obtain, at its cost and TCI each will provide to the otherexpense, within 60 days after the date of this Agreement, (a) current commitments to issue from one or more 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 companies reasonably acceptable to Buyer, and shall deliver to Newco at the otherClosing or as soon thereafter as reasonably possible, with respect to each parcel or tract of land constituting the Owned Real Property, and the Patented Mining Claims, an Owner's Policy of Title Insurance on Form B, 1992 that provides substantially the same coverage as a standard ALTA Owner's Policy (each, a "Title Policy") in an amount reasonably acceptable to Buyer. At the Closing, Seller shall provide to such title companies affidavits to permit the title companies to delete standard printed exceptions in the Title Policies with respect to the Owned Real Property and, legible photocopies of all recorded items described to the extent possible (without additional expense to Seller), the Patented Mining Claims and such other affidavits and other documents as exceptions therein, committing are reasonably requested by such title companies to enable them to provide to Newco at the Closing an unconditional written undertaking by such title companies to provide the Title Policies to Newco in the form and manner contemplated hereby. The Title Policies shall insure to Newco fee simple title in to the Company to each parcel of the Owned Property and easements that provide access to such Owned Real Property included in its Assetsmarketable or indefeasible condition customary to the State of Colorado, subject only to the Permitted LiensEncumbrances. In connection with such obligation, within 20 days of the date hereof, Seller, at its cost and expense, shall cause to be prepared and delivered to Buyer, title commitments (bincluding all title exception documents) and ALTA surveys (which show the location of improvements, easements of record and other evidence of adverse rights) of each parcel or tract of land constituting the Owned Real Property and title commitments (including all title exception documents) and, to the extent available, BLM plat maps of the parcels or tracts of land covered by Patented Mining Claims. Within ten days of receipt thereof, Buyer shall notify Seller of Buyer's objections, if any, to matters reflected in such form as is necessary commitments and surveys. Thereafter, Buyer and Seller shall diligently work 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 resolve 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 reasonable discretion, the Company and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Company, in its reasonable discretion. Any decisions to be made by the Company pursuant to this Section shall be made by TCI with respect to Insight Owned Property and by Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI pursuant to the Exchange Agreement with respect to owned real property included in the Exchange Assets shall be issued in the name of the Company and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete or insure over any Title Defects relating to such owned real propertyobjections.