Common use of Title Commitments and Surveys Clause in Contracts

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 conditions set forth in Section 9(g) below. On the Closing Date, Purchaser shall conduct a search of title for the Property from the date of the Commitment 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, 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 Property (collectively, the "Violations"), shall be complied with by Seller prior to the Closing Date and the Property shall be conveyed free thereof.

Title Commitments and Surveys. Prior to the execution and delivery of this Agreement, each of the Seller Parties has made available to Purchaser or its counsel, copies of: (ai) the most recent title insurance policy, commitment, or pro forma, whether owner’s or lender’s, if any, relating to any of the Properties in such Seller Party’s possession (each, an “Existing Policy” and collectively, the “Existing Policies”), and (ii) the most recent survey, if any, relating to any of the Properties in such Seller Party’s possession (each, an “Existing Survey” and collectively, the “Existing Surveys”). Prior to execution of this Agreement, the Seller Parties ordered current title commitments for each of the Properties from First American Title Insurance Company (the “Title Company”) and the Seller Parties shall use Commercially Reasonable Efforts to cause the Title Company to deliver such title commitments, together with the recorded documents referenced in schedule B to each such title commitment (collectively, the “Title Commitments”), to Purchaser’s counsel no later than May 31, 2013; provided, however, Purchaser acknowledges that certain of the Title Commitments for the Properties, not to exceed one hundred (100) Properties, may be delivered following May 31, 2013, in which event the Seller Parties shall continue to use Commercially Reasonable Efforts to cause the Title Company to deliver such Title Commitments to Purchaser’s counsel no later than June 7, 2013. In the event of a Deferred Transaction, the Seller Parties shall, at Purchaser's expense’s request, 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 order updates or bringdowns of the Purchase Price, covering title to the Property and (ii) a survey Title Commitments for each of the Property (Deferred Properties from 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 Company and the curative steps necessary Seller Parties shall use Commercially Reasonable Efforts to remove cause the basis for Purchaser's disapproval. The parties shall then have thirty (30) days after the date of Title Company to deliver such Title and Survey Notice to make such arrangements updates 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 conditions set forth in Section 9(g) below. On the Closing Date, Purchaser shall conduct a search of title for the Property from the date of the Commitment 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, 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 Property bringdowns (collectively, the "Violations"“Title Commitment Updates”), shall be complied with by Seller to Purchaser’s counsel no later than five (5) Business Days prior to the Closing Date and Deferred Closing. Purchaser shall reimburse the Property shall be conveyed free thereofSeller Parties for all out-of-pocket expenses incurred in connection with the foregoing.

Title Commitments and Surveys. (a) Purchaser shall, at Purchaser's expense, obtain (i) a The Buyer has obtained and furnished to the Seller the title commitment commitments issued by First American Title Insurance Company (the "Commitment"“Title Insurer”) 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 Real Property (the "Survey"each title commitment, together with any amendment, revision or update of same from time to time, a “Title Commitment”). Purchaser . (b) The Buyer shall have until the expiration fifteenth (15th) day after the date of this Agreement or, if earlier, the fifth (5th) day after Buyer’s receipt of any surveys it obtains of any of the Inspection Period Real Property (the “Title Review Period”) to provide written notice notify the Seller, in writing, of its objection to Seller any Survey Defects shown on surveys obtained by the Buyer. In the event of any matters shown such notice, the Seller shall furnish to the Seller the Survey that shows the Survey Defect. If any Survey is not received within fifteen (15) days after the date of this Agreement or if Buyer’s written objection is not received by the Commitment Seller within the Title Review Period, the Buyer shall be deemed to have approved all Survey Defects and other matters indicated on such Survey affecting and such Survey Defects shall be deemed to be Permitted Encumbrances hereunder. If the Property which are not satisfactory Buyer timely objects in writing to Purchaserone or more such Survey Defects as provided for above, which notice (a "the Seller may, at the Seller’s discretion, endeavor to cure such objections by either eliminating such Survey Defects or causing the Title and Insurer to insure over such Survey Notice"Defect(s) 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 within thirty (30) days after the date Buyer’s delivery 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)a notice of objection. If the parties fail Seller does not cure each Survey Defect to agree on which the necessary stepsBuyer has timely objected within 30-day period specified above, Purchaser shall have a right then the Buyer may, as its sole remedy for the existence of any such Survey Defect and such failure to cure each such Survey Defects, terminate this Agreement during by delivering written notice to the ten Seller within five (105) day period following days after the expiration of the aforesaid thirty (30) -day period. If Purchaser exercises such right, Escrow Agent shall thereupon promptly return the Deposit to Purchaserperiod specified above. (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 conditions set forth in Section 9(g) below. On the Closing Date, Purchaser shall conduct a search of title for the Property from the date of the Commitment 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, 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 Property (collectively, the "Violations"), shall be complied with by Seller prior to the Closing Date and the Property shall be conveyed free thereof.

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 conditions set forth in Section 9(g8(g) below. On the Closing Date, Purchaser shall conduct a search of title for the Property from the date of the Commitment 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, 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 Property (collectively, the "Violations"), shall be complied with by Seller prior to the Closing Date and the Property shall be conveyed free thereof.

Title Commitments and Surveys. 4.5.1 At least ten (a10) business days prior to Closing, Seller shall deliver to Purchaser shallor its affiliate for each parcel of Owned Real Property, at Purchaser's expense, obtain (i) a current title commitment (the "Title Commitment") for an Owner's from First American Title Insurance Policy issued by a Company ("Title Company") to issue an ALTA owner's title policy of title insurance company satisfactory to Purchaser insuring Purchaser's fee interest in the Owned Real Property in the amount of its Appraised Value ("Title Policy") showing only exceptions to title acceptable to Purchaser ("Permitted Liens"), copies of all documents of record referred in such Title Commitment, and a current ALTA/ACSM survey in form reasonably acceptable to Purchaser. The cost of the Purchase Pricesurvey and fee premiums due for the title insurance issued at Closing shall be Seller's obligation. 4.5.2 Within three (3) business days of receipt by Purchaser, covering Purchaser or its affiliate shall acknowledge in writing that it has received and reviewed each such Title Commitment and survey and set forth each objection to title not acceptable to Purchaser or its affiliate. 4.5.3 If there exists on any such title Commitment any good faith exceptions that are not Permitted Liens that Seller does not agree to remove at Closing or insure against within five (5) days following notice of such exceptions by Purchaser to Seller [or if a survey shall disclose such matters that render title unmarketable, Purchaser may elect, either: 4.5.3.1 by written notice to Seller on or before Closing, to not consummate the transactions contemplated hereto with respect only to such Location at which the Owned Real Property is located which is the subject of such unresolved title objection and survey defects, in which event, with respect only to such Location (i) this Agreement, as it applies to such Location, shall be terminated and of no further force and effect and (ii) a this Agreement shall continue in full force and effect with respect to any Location that is not the subject of such unresolved title objections. If Purchaser's umesolved title objections and survey defects apply to each Location that is the subject of this Agreement, then the Bid Deposit and all interest accrued thereof shall be returned to Purchaser and neither of the parties hereto shall have any rights or obligations to the other hereunder except any obligations that expressly survive the termination of this agreement; or 4.5.3.2 consummate the transactions contemplated hereby subject to such additional exceptions and proceed to Closing without abatement of the Purchase Price. 4.5.4 If required by Title Company, Seller agrees to execute, acknowledge and deliver a standard and customary owner's title affidavit at Closing and such other authority documents or other customary title clearance documents as Title Company or Purchaser may reasonably request. 4.5.5 At the Closing, Seller shall deliver to the title company the returns, questionnaires, certificates, affidavits and other documents required in connection with the payment (or non-payment) of any real property transfer taxes and other similar taxes and fees imposed by the state, county or municipality in which the Owned Real Property is located in connection with the transactions contemplated hereby (collectively, the "SurveyReal Estate Tax Returns"). 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 procedures required by the payment of moneystate, Seller shall clear such item(s) (i) county, or municipality require that any Real Estate Tax Returns be filed, reviewed or approved prior to the Closing Date, Purchaser and Seller shall complete, sign and swear to the Real Estate Tax Returns and deliver the same to the Title Company for delivery to the appropriate authority sufficiently in advance of the Closing Date so as to permit the sale contemplated hereby to be consummated by using its own funds, or (ii) on the Closing Date, by using the Purchase Price payable to Seller by Purchaser. (c) From 4.5.6 Seller 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 conditions set forth in Section 9(g) below. On the Closing Date, Purchaser shall conduct enter into a search of title closing statement at closing setting forth all closing credits and prorations and Seller and Purchaser shall enter into any and all customary conveyance and closing documents as are reasonable and appropriate for the Property from the date of the Commitment 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, Purchaser may exercise its remedies for breach by Seller as provided in Section 12 belowclosing transactions. (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 Property (collectively, the "Violations"), shall be complied with by Seller prior to the Closing Date and the Property shall be conveyed free thereof.