Common use of Title Commitments Clause in Contracts

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. MPC and SSA has caused the Title Company to issue (i) a current title commitment with respect The Selling Parties shall provide to the Refinery Real Property Vistana Entities at Closing one or more commitments to issue ALTA (together with any updates theretoForm B) Owners' Title Insurance Policies, or endorsements to existing title commitments dating such commitments not more than ten (10) days prior to the Closing Date (collectively, the “Refinery "Title Commitment”) Commitments"), issued by such title companies as have provided title insurance previously to the Subject Entities or to any consumer purchasers of timeshare interests from the Subject Entities (collectively, the "Title Company"), dated not earlier than the Closing Date, committing to insure that good, marketable and indefeasible fee simple title to the Dwelling Units is vested in the applicable Subject Entities, and otherwise in the form set forth in this Section 4.12. (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 The 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 provide extended coverage over all standard exceptions and shall be subject to only the Refinery Permitted Title Policy, Exceptions and exceptions as to taxes for the Marketing current and subsequent years not yet due and payable. (iii) The Title Commitments shall each also contain the express commitment of the Title Company to issue issue, for the standard premium charged by the Title Company therefor, such endorsements as Vistana may reasonably require in connection with its review of the Title Commitments which shall include, as to each Resort, (A) an ALTA 3.1 Zoning endorsement, with affirmative coverage with respect to parking, (B) a restrictions endorsement insuring that each Resort is in compliance with the provisions of all recorded instruments affecting such Resort and that no future violations of such instruments will result in a right of re-entry or result in a forfeiture or reversion of title, (C) an access endorsement insuring that each Resort contains access to dedicated public rights-of- way, and (D) a condominium endorsement insuring that all parcels which are subject to a condominium act are properly subdivided and legally created parcels and in compliance with all requirements of the applicable Marketing condominium act. (iv) The Selling Parties hereby agree to cooperate fully with Vistana to assist Vistana in obtaining the Title Policy Commitments and in that regard, shall execute such affidavits, statements and undertakings as shall be requested by the Title Company. (including a corresponding Sale-Leaseback Leasehold v) The Selling Parties shall, within 15 days after the date hereof, cause the Title Policy, if applicableCompany to examine title to the Dwelling Units and issue preliminary title commitments (the "Preliminary Title Commitments"), in each case in a minimum amount together with legible copies of all exceptions to title referenced therein, which shall be updated so as set forth on Section 7.10(a) to comprise the Title Commitments at Closing. Within 10 days of Vistana's receipt of the Disclosure SchedulesPreliminary Title Commitments, subject Vistana shall furnish to customary conditions the Selling Parties written notice of any exceptions to title that are not Permitted Title Company Exceptions. The Selling Parties shall thereafter have 10 days to (y) cure any exceptions to title that are not Permitted Title Exceptions (or to notify Vistana that such exceptions shall be cured prior to the Closing Date), either by the removal of such exceptions or by the procurement of commitments to issue title insurance endorsements providing coverage against loss or damage as a result of such exceptions in issuing form acceptable to Vistana, or (z) notify Vistana in writing of any such Title Policiesexceptions which cannot be cured. If the Selling Parties shall notify Vistana that they are unable to cure any such exception, and also subject such exception (a) is not of a definite or ascertainable amount which can be credited to Vistana at Closing, and (b) would have a material adverse effect of the ability of the Subject Entities or Subject Subsidiaries to continue to convey Timeshare Interests at any modifications or changes Resort to any Surveyconsumers in the ordinary course of business, Refinery Title Commitment or Marketing Title Commitment made in accordance with then Vistana may terminate this Formation Agreement. Notwithstanding anything Agreement upon written notice 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 PolicySelling Parties, in an amount greater than which event this Agreement shall become null and void and neither party shall have any further rights against the applicable amount set forth on Section 7.10(aother. If this Agreement is not thus terminated by Vistana, then (x) of the Disclosure Schedules; providedVistana shall be deemed to have waived any objections to such title exceptions, however, that NTI (y) such title exceptions shall pay the increased cost for any incremental title premiums incurred in excess of the premiums that would have been paid if NTI obtained become Permitted Title Policies Exceptions and (including endorsementsz) in the amounts set forth on event that such title exceptions are in a definite or ascertainable amount, at Closing the Vistana Entities shall receive a credit for such amount against the cash consideration payable at Closing pursuant to Section 7.10(a) of the Disclosure Schedules1.1 and Section 1.3 hereof.

Title Commitments. MPC and SSA (a) Prior to the date hereof, Seller has caused the Title Company delivered to issue Purchaser (i) a current title commitment with respect to the Refinery legal descriptions for each parcel of Real Property (together with any updates theretoProperty, the “Refinery Title Commitment”) and (ii) current copies of any existing title insurance policies relating to the Real Property which are in Seller’s or E▇▇▇▇▇▇▇▇’▇ possession or control. (b) Prior to Closing, Purchaser may obtain commitments (the “Title Commitments”) for one or more ALTA title insurance policies (the “Title Policies”) to be issued by a title company selected by Purchaser (the “Title Company”) with respect to each Marketing Site (collectively, together with any updates thereto, the “Marketing Title Commitments”)parcel of Owned Real Property and Leased Real Property. Each of the Refinery Title Commitment and the Marketing Title Commitments shall set forth the state of list as exceptions all matters which may affect 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 CompanyReal Property, including all easements, covenants, restrictions, rights-of-wayLiens, covenantsencumbrances, reservations tenancies and all other encumbrances exceptions to title affecting title to the applicable real property interestsparcel of Real Property (collectively, the “Exceptions”) and shall include copies of all instruments creating such Exceptions. With respect to any Exception (which may appear Exception is not a Permitted Lien) objected to by Purchaser, E▇▇▇▇▇▇▇▇ shall use its Commercially Reasonable Efforts to cure or remove such Exception to Purchaser’s reasonable satisfaction prior to Closing. Notwithstanding the foregoing, in the Refinery Title Policy event a mortgage Lien or other monetary Lien affects all or any portion of E▇▇▇▇▇▇▇▇’▇ interest in the applicable Marketing Title PolicyReal Property, as applicableon or before Closing, if issued. Each of E▇▇▇▇▇▇▇▇ shall cause all such Liens to be satisfied by E▇▇▇▇▇▇▇▇ in a manner which is sufficient to cause them to no longer affect title to the Refinery Title Commitment Real Property, and the Marketing Title Commitments when issued Real Property shall be accompanied by the most legible copies available conveyed free and clear of all such exceptions matters, and conditions shown therein such matters shall in no event constitute, or be deemed to constitute, a Permitted Lien. (c) Each Title Policy shall insure good and marketable fee simple title to the “Owned Real Property in E▇▇▇▇▇▇▇▇ for an amount determined by Purchaser in its sole discretion and subject to only Permitted Liens and the standard printed exceptions; provided, that Purchaser may cause the Title Exception Documents”)Company, at Purchaser’s sole cost and expense, to issue any available endorsement or to otherwise limit or cause the removal of such standard printed exceptions. The Refinery Title Commitment shall contain the express commitment of Seller and E▇▇▇▇▇▇▇▇ agree to reasonably cooperate with Purchaser in executing any documents reasonably requested by the Title Company which may be necessary to issue the Refinery Title PolicyPolicies, and the Marketing Title Commitments shall each contain the express commitment of including providing any affidavit reasonably requested by the Title Company or Purchaser to issue evidence the applicable Marketing Title Policy (including a corresponding Sale-Leaseback Leasehold Title Policypayment or satisfaction of any Liens, if applicable)to evidence the payment of any Taxes affecting the Owned Real Property, in each case in a minimum amount as to certify any of the representations set forth on in Section 7.10(a) 5.1.14, or to evidence the satisfaction of any other matter within the Disclosure Schedules, subject scope of Seller’s representations and warranties set forth in this Agreement which Purchaser may be required to customary conditions of Title Company establish 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 order to obtain any Refinery the 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 endorsement thereto. Purchaser shall pay the increased cost premium for the Title Policies, fees for title searches and costs of any incremental title premiums incurred in excess of endorsements or deletions to 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 SchedulesPolicies.

Title Commitments. MPC Upon or within fifteen (15) days following the Closing Date, Sellers shall deliver to Purchaser commitments for the issuance of title insurance covering each parcel of real property included in the Purchased Assets, from title insurance companies acceptable to Purchaser (the "Title Commitments"). The Title Commitments shall provide for the issuance to Purchaser and SSA has caused any lender, if requested by Purchaser, of ALTA owner's and lender's title insurance policies, as the Title Company case may be, covering each parcel of real property included in the Purchased Assets (allocating the Purchase Price among the various parcels in a manner reasonably acceptable to issue Purchaser and Sellers), subject only to the following permitted exceptions (the "Permitted Encumbrances"): (i) a current title commitment with respect real estate taxes not yet due and payable (to be pro rated as of the Refinery Real Property (together with any updates theretoClosing Date), the “Refinery Title Commitment”) and (ii) current title commitments with respect non-delinquent assessments for any general or special improvement districts not yet due and payable (to each Marketing Site (collectively, together with any updates thereto, the “Marketing Title Commitments”). Each be pro rated as 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 interestClosing Date), together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company(iii) covenants, including all easementsconditions, restrictions, rights-of-wayeasements, covenantsreservations, reservations and other matters of record as of the dates of the Title Commitments which are acceptable to Purchaser, and (iv) the standard exceptions found in ALTA title commitments. Sellers shall also deliver or cause title companies to deliver to Purchaser and any lender, if requested by Purchaser, legible and complete copies of all other encumbrances affecting the applicable real property interests, which may appear recorded documents referenced in the Refinery Title Policy or Commitments If Purchaser proceeds to Closing, Sellers shall cause the applicable Marketing title companies to deliver to Purchaser an ALTA title insurance policy in accordance with the Title Policy, Commitments as applicable, if issued. Each to each of the Refinery Title Commitment and parcels of real estate included in the Marketing Title Commitments when issued shall be accompanied by the most legible copies available of all such exceptions and conditions shown therein Purchased Assets (the “Title Exception Documents”"Policies"). The Refinery Title Commitment Policies shall contain name Purchaser and any lender as the express commitment of insured and shall provide coverage in the Title Company allocated dollar amounts agreed upon between Purchaser and Sellers. Sellers shall cause the title companies to issue the Refinery owner's and lender's Policies to Purchaser and any lender(s) on or prior to the Funding Date, but effective as of the Closing Date. Sellers shall bear the cost of providing the Title Policy, Commitments and the Marketing Policies. .In the event that Sellers fail to provide the Title Commitments shall each contain or the express commitment of the Title Company to issue the applicable Marketing Title Policy (including a corresponding Sale-Leaseback Leasehold Title PolicyPolicies on or before April 30, if applicable)1999, 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 Purchaser may elect to obtain any Refinery such Title Policy Commitments and/or Policies at the cost and expense of Sellers (and to offset such costs and expenses against the Purchase Price) 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 Schedulesmay terminate this Agreement.

Title Commitments. MPC and SSA (a) BP Products has caused the Title Company to prepare and issue (i) a current title commitment commitments with respect to the Refinery Owned Real Property and the Cogen Company Leased 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 Commitments sets forth the Marketing Title Commitments shall set forth Company’s report of 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 easementsEncumbrances, restrictionsif any, 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 a Title Policy, as applicable, if issued. Each The copies of the underlying documents evidencing or creating the exceptions and conditions set forth in the Refinery Title Commitment and the Marketing Title Commitments when issued shall be accompanied provided by the Title Company or BP Products through the electronic data rooms maintained by Sellers (the “Data Room”) or through SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Refinery Title Exception Documents”). The Refinery Title Commitment shall contain the express commitment of . (b) BP Products has caused the Title Company to issue title commitments with respect to the Refinery Terminals Owned Real Property (together with any updates thereto, the “Terminals Title PolicyCommitments”), and the Marketing which Terminals Title Commitments shall each contain set forth the express commitment Title Company’s report of the Title Company state of title to issue the applicable Marketing real property fee, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Policy (Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a corresponding Sale-Leaseback Leasehold Title Policy, if applicable), in each case in a minimum amount as issued. The copies of the underlying documents evidencing or creating the exceptions and conditions set forth on Section 7.10(a) of in the Disclosure Schedules, subject to customary conditions of Terminals Title Commitments shall be provided by the Title Company in issuing or BP Products through the Data Room or through the SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Terminals Title Policies, Exception Documents”). (c) The cost of any title commitment 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 Saleissued for the benefit of Buyer shall be paid one-Leaseback Leasehold Title Policy, in an amount greater than the applicable amount set forth on Section 7.10(ahalf (1/2) 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 by Buyer and one-half (including endorsements1/2) in the amounts set forth on Section 7.10(a) of the Disclosure Schedulesby Sellers.