Title to Owned Real Property. At Closing, title to the Owned Real Property and to all real property owned by the Acquired Subsidiaries and Enenco listed and described on Schedule 5.1.14 (a) together with all appurtenant easements thereunto and all structures, fixtures, and improvements located thereon, and any minerals and mining rights with respect thereto (the "Other Owned Real Property") shall be good and marketable, free and clear of all Liens and other matters affecting Seller's, the Subsidiaries' or Enenco's title to or possession of such Owned Real Property and other Owned Real Property, including, but not limited to, all encroachments, boundary disputes, covenants, restrictions, burdens, conditions, servitudes, occupancy rights, charges, diligences, easements, rights of way, mortgages, security interests, leases, encumbrances and title objections, excepting only the Permitted Liens and such easements, restrictions, and covenants presently of record, which easements, restrictions, and covenants are listed on Schedule 5.1.14(a). Without limiting the generality of the foregoing, to Parent's and Seller's knowledge, all unpatented mining claims included in the Owned Real Property are believed by Seller to be properly located, have been properly maintained, and in good standing. At Closing, (i) title to the Owned Real Property shall be insurable by Lawyers Title Insurance Company, pursuant to the most recent version of the ALTA Owner's form of policy, and (ii) title to the Other Owned Real Property owned by the Acquired Subsidiaries (to the extent available in the country in which such Other Owned Real Property is located) shall be insurable by a title insurance company selected by Purchaser pursuant to such owner's form of policy as is customary in such country at such insurer's customary rates, in each case free of all exceptions except the aforesaid easements, restrictions, and covenants; provided that, in the case of each of the foregoing clauses (i) and (ii), Parent and Seller make no representation as to the availability of such title insurance to the extent that Purchaser seeks to obtain title insurance in an amount and scope that is more comprehensive in the aggregate than the title insurance obtained by Chase Manhattan Bank pursuant to the title policies listed on Schedule 5.1.14(a).
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Title to Owned Real Property. At Closing(a) The Company shall have delivered to Purchaser evidence satisfactory to Purchaser that good, insurable and marketable fee simple title to all Owned Real Property previously transferred under the FILOT Program has been transferred from the County of Richland, South Carolina to the Company prior to the Closing Date.
(b) Prior to the Closing Date, Purchaser shall have examined the title and, at Purchaser's option, the survey to each parcel of Owned Real Property and notified SCT in writing in reasonable detail at least five (5) Business Days prior to the Closing Date (the "Title Objection Notice") of any reasonable objections to, defects in or encumbrances upon the Company's title to such Owned Real Property, other than Permitted Liens (collectively, the "Permitted Title Objections"). SCT shall satisfy those Permitted Title Objections set forth in the Title Objection Notice at or prior to the Closing Date. It shall be deemed reasonable for Purchaser to object to, and to require the removal of, the exceptions set forth as Items 1, 4 and 5 appearing under the heading "Exceptions" (as distinguished from the heading "Special Exceptions") on Schedule B-Section 2 to the Chicago Title Commitment. If Purchaser delivers the ALTA As-Built Survey of the Owned Real Property in accordance with and within the period of time required by the next subparagraph of this Section 6.13(b), it shall be deemed reasonable for Purchaser to object to, and to require the removal of, the exceptions set forth as Items 2, 3 and 6 appearing under the heading "Exceptions" (as distinguished from the heading "Special Exceptions") on Schedule B-Section 2 to the Chicago Title Commitment; however, the parties acknowledge (a) Chicago Title nonetheless may, after receipt and review of the ALTA As-Built Survey of the Owned Real Property, revise any or all of Items 3 through 19 shown as "Special Exceptions" on Schedule B-Section 2 to the Chicago Title Commitment to note (to the extent applicable) additional items disclosed by the ALTA As-Built Survey (the "Additional Items"); and (b) it shall be unreasonable for Purchaser to object to any Additional Items so long as such Additional Items do not violate the second succeeding sentence of this Section 6.13(b); but (c) Purchaser may object in writing to any such Additional Items if such Additional Items violate the second succeeding sentence of this Section 6.13(b) which notice shall be deemed to be part of the Title Objection Notice and which objections shall be deemed to be Permitted Title Objections if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, real estate counsel for the Company, shall have received a copy of the revised Title Commitment including such Additional Items within two (2) Business Days after delivery of the same to Purchaser from its registered land surveyor and in no event less than two (2) Business Days prior to the Closing Date. It shall be deemed unreasonable for Purchaser to object to any Permitted Lien. It shall be deemed unreasonable for Purchaser to raise objections to title or survey matters, conditions, easements and reservations of rights, including easements and reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone line and other similar purposes, encroachments, covenants and restrictions, which singly or in the aggregate, do not materially diminish the fair market value of the Owned Real Property or the ability of the Company to continue to use the Owned Real Property and all improvements thereon and appurtenances related thereto for the use thereof established as of the date of this Agreement. It shall be deemed unreasonable for Purchaser to object to, or require removal of, Item 1 or 2 shown as "Special Exceptions" on Schedule B-Section 2 to the Chicago Title Commitment. Any title matter with respect to the Owned Real Estate to which Purchaser unreasonably objects, as set forth in the preceding three sentences of this Section 6.13(b), shall be deemed a Permitted Lien as if set forth in the definition of such term in Section 1.1 of this Agreement. Any Permitted Title Objection that is not set forth in the Title Objection Notice shall be deemed to be a Permitted Lien as if set forth in the definition of such term in Section 1.1 of this Agreement. If Closing occurs, Purchaser shall be deemed to have waived any Permitted Title Objections and any right to object to any title matters with respect to the Owned Real Property. As a condition precedent to the obligations of the Company as set forth in this Section 6.13(b), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, real estate counsel for the Company, shall have received from Purchaser the ATLA As-Built Survey of the Owned Real Property within five (5) Business Days after delivery of the same to Purchaser from its registered land surveyor and in no event less than five (5) Business Days prior to the Closing Date.
(c) Chicago Title Insurance Company shall be in a position to issue, on the Closing Date, upon the sole condition of the payment of an amount no greater than its regularly scheduled premium and regularly scheduled endorsement cost, its standard ALTA extended coverage form owner's policy of title insurance, insuring in the amount of the fair market value of the Owned Real Property that title to the Owned Real Property and is vested of record in the Company on the Closing Date, subject only to all real property owned by the Acquired Subsidiaries and Enenco listed and described on Schedule 5.1.14
(a) together with all appurtenant easements thereunto and all structures, fixtures, and improvements located thereon, and any minerals and mining rights with respect thereto Permitted Liens (the "Other Owned Real PropertyPurchaser's Title Policy") shall be good and marketable, free and clear of all Liens and other matters affecting Seller's, the Subsidiaries' or Enenco's title to or possession of such Owned Real Property and other Owned Real Property, including, but not limited to, all encroachments, boundary disputes, covenants, restrictions, burdens, conditions, servitudes, occupancy rights, charges, diligences, easements, rights of way, mortgages, security interests, leases, encumbrances and title objections, excepting only the Permitted Liens and such easements, restrictions, and covenants presently of record, which easements, restrictions, and covenants are listed on Schedule 5.1.14(a). Without limiting The Purchaser's Title Policy shall include the generality of the foregoing, to Parent's and Seller's knowledge, all unpatented mining claims included in the Owned Real Property are believed by Seller to be properly located, have been properly maintained, and in good standing. At Closing, (i) title to the Owned Real Property shall be insurable by Lawyers Title Insurance Company, pursuant to the most recent version of the ALTA Owner's form of policy, and (ii) title to the Other Owned Real Property owned by the Acquired Subsidiaries (to the extent available in the country in which such Other Owned Real Property is located) shall be insurable by a title insurance company selected by Purchaser pursuant to such owner's form of policy as is customary in such country at such insurer's customary rates, in each case free of all exceptions except the aforesaid easements, restrictions, and covenants; provided that, in the case of each of the foregoing clauses (i) and (ii), Parent and Seller make no representation as to the availability of such title insurance to the extent that Purchaser seeks to obtain title insurance in an amount and scope that is more comprehensive in the aggregate than the title insurance obtained by Chase Manhattan Bank pursuant to the title policies listed on Schedule 5.1.14(a).Requested Endorsements
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Title to Owned Real Property. At Closing(a) The Company shall have delivered to Purchaser evidence satisfactory to Purchaser that good, insurable and marketable fee simple title to all Owned Real Property previously transferred under the FILOT Program has been transferred from the County of Richland, South Carolina to the Company prior to the Closing Date.
(b) Prior to the Closing Date, Purchaser shall have examined the title and, at Purchaser's option, the survey to each parcel of Owned Real Property and notified SCT in writing in reasonable detail at least five (5) Business Days prior to the Closing Date (the "Title Objection Notice") of any reasonable objections to, defects in or encumbrances upon the Company's title to such Owned Real Property, other than Permitted Liens (collectively, the "Permitted Title Objections"). SCT shall satisfy those Permitted Title Objections set forth in the Title Objection Notice at or prior to the Closing Date. It shall be deemed reasonable for Purchaser to object to, and to require the removal of, the exceptions set forth as Items 1, 4 and 5 appearing under the heading "Exceptions" (as distinguished from the heading "Special Exceptions") on Schedule B-Section 2 to the Chicago Title Commitment. If Purchaser delivers the ALTA As-Built Survey of the Owned Real Property in accordance with and within the period of time required by the next subparagraph of this Section 6.13(b), it shall be deemed reasonable for Purchaser to object to, and to require the removal of, the exceptions set forth as Items 2, 3 and 6 appearing under the heading "Exceptions" (as distinguished from the heading "Special Exceptions") on Schedule B-Section 2 to the Chicago Title Commitment; however, the parties acknowledge (a) Chicago Title nonetheless may, after receipt and review of the ALTA As-Built Survey of the Owned Real Property, revise any or all of Items 3 through 19 shown as "Special Exceptions" on Schedule B-Section 2 to the Chicago Title Commitment to note (to the extent applicable) additional items disclosed by the ALTA As-Built Survey (the "Additional Items"); and (b) it shall be unreasonable for Purchaser to object to any Additional Items so long as such Additional Items do not violate the second succeeding sentence of this Section 6.13(b); but (c) Purchaser may object in writing to any such Additional Items if such Additional Items violate the second succeeding sentence of this Section 6.13(b) which notice shall be deemed to be part of the Title Objection Notice and which objections shall be deemed to be Permitted Title Objections if Pepper Hamilton LLP, real estate counsel for the Company, shall have r▇▇▇▇▇▇▇ ▇ ▇▇▇▇ of the revised Title Commitment including such Additional Items within two (2) Business Days after delivery of the same to Purchaser from its registered land surveyor and in no event less than two (2) Business Days prior to the Closing Date. It shall be deemed unreasonable for Purchaser to object to any Permitted Lien. It shall be deemed unreasonable for Purchaser to raise objections to title or survey matters, conditions, easements and reservations of rights, including easements and reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone line and other similar purposes, encroachments, covenants and restrictions, which singly or in the aggregate, do not materially diminish the fair market value of the Owned Real Property or the ability of the Company to continue to use the Owned Real Property and all improvements thereon and appurtenances related thereto for the use thereof established as of the date of this Agreement. It shall be deemed unreasonable for Purchaser to object to, or require removal of, Item 1 or 2 shown as "Special Exceptions" on Schedule B-Section 2 to the Chicago Title Commitment. Any title matter with respect to the Owned Real Estate to which Purchaser unreasonably objects, as set forth in the preceding three sentences of this Section 6.13(b), shall be deemed a Permitted Lien as if set forth in the definition of such term in Section 1.1 of this Agreement. Any Permitted Title Objection that is not set forth in the Title Objection Notice shall be deemed to be a Permitted Lien as if set forth in the definition of such term in Section 1.1 of this Agreement. If Closing occurs, Purchaser shall be deemed to have waived any Permitted Title Objections and any right to object to any title matters with respect to the Owned Real Property. As a condition precedent to the obligations of the Company as set forth in this Section 6.13(b), Pepper Hamilton LLP, real estate counsel for the Company, shall have r▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇rchaser the ATLA As-Built Survey of the Owned Real Property within five (5) Business Days after delivery of the same to Purchaser from its registered land surveyor and in no event less than five (5) Business Days prior to the Closing Date.
(c) Chicago Title Insurance Company shall be in a position to issue, on the Closing Date, upon the sole condition of the payment of an amount no greater than its regularly scheduled premium and regularly scheduled endorsement cost, its standard ALTA extended coverage form owner's policy of title insurance, insuring in the amount of the fair market value of the Owned Real Property that title to the Owned Real Property and is vested of record in the Company on the Closing Date, subject only to all real property owned by the Acquired Subsidiaries and Enenco listed and described on Schedule 5.1.14
(a) together with all appurtenant easements thereunto and all structures, fixtures, and improvements located thereon, and any minerals and mining rights with respect thereto Permitted Liens (the "Other Owned Real PropertyPurchaser's Title Policy") shall be good and marketable, free and clear of all Liens and other matters affecting Seller's, the Subsidiaries' or Enenco's title to or possession of such Owned Real Property and other Owned Real Property, including, but not limited to, all encroachments, boundary disputes, covenants, restrictions, burdens, conditions, servitudes, occupancy rights, charges, diligences, easements, rights of way, mortgages, security interests, leases, encumbrances and title objections, excepting only the Permitted Liens and such easements, restrictions, and covenants presently of record, which easements, restrictions, and covenants are listed on Schedule 5.1.14(a). Without limiting The Purchaser's Title Policy shall include the generality of the foregoing, to Parent's and Seller's knowledge, all unpatented mining claims included in the Owned Real Property are believed by Seller to be properly located, have been properly maintained, and in good standing. At Closing, (i) title to the Owned Real Property shall be insurable by Lawyers Title Insurance Company, pursuant to the most recent version of the ALTA Owner's form of policy, and (ii) title to the Other Owned Real Property owned by the Acquired Subsidiaries (to the extent available in the country in which such Other Owned Real Property is located) shall be insurable by a title insurance company selected by Purchaser pursuant to such owner's form of policy as is customary in such country at such insurer's customary rates, in each case free of all exceptions except the aforesaid easements, restrictions, and covenants; provided that, in the case of each of the foregoing clauses (i) and (ii), Parent and Seller make no representation as to the availability of such title insurance to the extent that Purchaser seeks to obtain title insurance in an amount and scope that is more comprehensive in the aggregate than the title insurance obtained by Chase Manhattan Bank pursuant to the title policies listed on Schedule 5.1.14(a).Requested Endorsements
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Sources: Purchase Agreement (Systems & Computer Technology Corp)