THE CLOSING OR TERMINATE THIS
AGREEMENT.
8.
TITLE INSURANCE AND SURVEY.
(A)
TITLE COMMITMENT AND SURVEY.
SELLER HAS DELIVERED TO PURCHASER
COPIES OF (I) THE TITLE INSURANCE COMMITMENTS (THE "TITLE COMMITMENTS") ISSUED
BY FIRST AMERICAN TITLE INSURANCE COMPANY (THE "TITLE COMPANY") DESCRIBED ON
EXHIBITS H-1 THROUGH H-3, INCLUSIVE, AND COPIES OF THE UNDERLYING TITLE
DOCUMENTS REFERENCED IN EACH SCHEDULE B OF THE TITLE COMMITMENTS AND (II) THE
SURVEYS DESCRIBED ON EXHIBITS I-1 THROUGH I-3 (THE "SURVEYS").
(B)
PERMITTED EXCEPTIONS.
"PERMITTED EXCEPTIONS" SHALL MEAN:
(I) MATTERS SET FORTH ON EXHIBITS J-1 THROUGH J-3, (II) MATTERS ARISING OUT OF
AN ACT OF PURCHASER OR ITS REPRESENTATIVES, AGENTS, EMPLOYEES OR INDEPENDENT
CONTRACTORS, (III) MATTERS REMOVED FROM THE TITLE COMMITMENTS OR OVER WHICH THE
TITLE COMPANY HAS COMMITTED IN WRITING TO INSURE, (IV) MATTERS WHICH ARISE FROM
A CASUALTY OR CONDEMNATION WHICH HAS OCCURRED AFTER THE DATE OF THIS AGREEMENT,
(V) TO THE EXTENT NOT SET FORTH ON EXHIBITS J-1 THROUGH J-3, MATTERS DISCLOSED
BY THE TITLE COMMITMENTS, AND (VI) OTHER MATTERS WHICH HAVE BEEN APPROVED IN
WRITING BY PURCHASER.
(C)
CLOSING CONDITION.
THE OBLIGATION OF PURCHASER TO PURCHASE THE
PROPERTY ON THE CLOSING DATE IS CONDITIONED UPON THE ISSUANCE BY TITLE COMPANY
OF THE FOLLOWING WITH RESPECT TO EACH PROJECT: ONE PRO FORMA TITLE INSURANCE
POLICY FOR, OR ONE "MARKED UP" WRITTEN COMMITMENT TO ISSUE, ONE TEXAS STANDARD
FORM T-1 OWNER'S TITLE INSURANCE POLICY PURSUANT TO THE TERMS OF THE TITLE
COMMITMENTS (EACH A "TITLE POLICY" AND COLLECTIVELY, THE "TITLE POLICIES"),
PROVIDED THAT EACH TITLE POLICY SHALL (I) BE SUBJECT ONLY TO THE PERMITTED
EXCEPTIONS, (II) BE DATED AS OF THE DATE OF THE CLOSING, (III) NAME PURCHASER AS
THE INSURED, AND (IV) IF REQUESTED BY PURCHASER IN WRITING, BE REVISED TO LIMIT
THE STANDARD EXCEPTION DEALING WITH AREA, BOUNDARIES AND OTHER MATTERS, TO
"SHORTAGES IN AREA" (PROVIDED THAT, IF PURCHASER REQUESTS SAME, PURCHASER SHALL
BE RESPONSIBLE FOR THE COST OF SUCH SURVEY EXCEPTION DELETION).
IF (X) THE
TITLE COMPANY DOES NOT ISSUE THE TITLE POLICIES AT THE CLOSING IN ACCORDANCE
WITH THE TERMS OF THIS SECTION 8(C), AND (Y) THE CLOSING DOES NOT OCCUR, THEN
PURCHASER SHALL HAVE THE RIGHT, AS ITS SOLE AND EXCLUSIVE REMEDY THEREFOR, TO
TERMINATE THIS AGREEMENT BY DELIVERY OF WRITTEN NOTICE TO SELLER BEFORE
5:00 P.M. ON THE CLOSING DATE.
PURCHASER SHALL NOT HAVE THE RIGHT TO TERMINATE
THIS AGREEMENT PURSUANT TO THE FOREGOING SENTENCE IF THE TITLE POLICIES ARE NOT
ISSUED AT CLOSING AS A RESULT OF PURCHASER'S FAILURE TO DELIVER ANY DOCUMENTS OR
OTHER MATERIALS REQUIRED TO BE DELIVERED BY OR ON BEHALF OF PURCHASER PURSUANT
TO THE TITLE COMMITMENTS.
6
9.
INTENTIONALLY OMITTED.
10.
REPRESENTATIONS AND WARRANTIES.
(A)
MUTUAL.
SELLER AND PURCHASER EACH REPRESENT AND WARRANT TO THE
OTHER THAT IT (A) IS DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE
STATE OF ILLINOIS (IN THE CASE OF SELLER) AND THE STATE OF DELAWARE (IN THE CASE
OF PURCHASER), (B) IS QUALIFIED TO DO BUSINESS IN THE STATE IN WHICH THE