|
CONDITIONS
<br />1. DEFINITION OF TERMS
<br />The following terms when used in this policy mean:
<br />(a) "Amount of Insurance": The amount stated in Schedule A, as may
<br />be increased or decreased by endorsement to this policy, increased
<br />by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.
<br />(b) "Date of Policy": The date designated as "Date of Policy" in
<br />Schedule A.
<br />(c) "Entity": A corporation, partnership, trust, limited liability
<br />company, or other similar legal entity.
<br />(d) "Insured": The Insured named in Schedule A.
<br />(i) The term "Insured" also includes
<br />(A) successors to the Title of the Insured by operation of law as
<br />distinguished from purchase, including heirs, devisees, survivors,
<br />personal representatives, or next of kin;
<br />(B) successors to an Insured by dissolution, merger, consolidation,
<br />distribution, or reorganization;
<br />(C) successors to an Insured by its conversion to another kind of
<br />Entity,-
<br />(D)
<br />ntity;(D) a grantee of an Insured under a deed delivered without
<br />payment of actual valuable consideration conveying the Title
<br />(1) if the stock, shares, memberships, or other equity
<br />interests of the grantee are wholly-owned by the
<br />named Insured,
<br />(2) if the grantee wholly owns the named Insured,
<br />(3) if the grantee is wholly-owned by an affiliated
<br />Entity of the named Insured, provided the affiliated
<br />Entity and the named Insured are both wholly-owned
<br />by the same person or Entity, or
<br />(4) if the grantee is a trustee or beneficiary of a trust
<br />created by a written instrument established by the
<br />Insured named in Schedule A for estate planning
<br />purposes.
<br />(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights
<br />and defenses as to any successor that the Company would have had
<br />against any predecessor Insured.
<br />(e) "Insured Claimant": An Insured claiming loss or damage.
<br />(f) "Knowledge" or "Known": Actual knowledge, not constructive
<br />knowledge or notice that may be imputed to an Insured by reason of
<br />the Public Records or any other records that impart constructive
<br />notice of matters affecting the Title.
<br />(g) "Land": The land described in Schedule A, and affixed improvements
<br />that by law constitute real property. The term "Land" does not
<br />include any property beyond the lines of the area described in
<br />Schedule A, nor any right, title, interest, estate, or easement in
<br />abutting streets, roads, avenues, alleys, lanes, ways, or waterways,
<br />but this does not modify or limit the extent that a right of access to
<br />and from the Land is insured by this policy.
<br />(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security
<br />instrument, including one evidenced by electronic means authorized
<br />by law.
<br />(i) "Public Records": Records established under state statutes at
<br />Date of Policy for the purpose of imparting constructive notice of
<br />matters relating to real property to purchasers for value and without
<br />Knowledge. With respect to Covered Risk 5(d), "Public Records"
<br />shall also include environmental protection liens filed in the records
<br />of the clerk of the United States District Court for the district where
<br />the Land is located.
<br />(j) "Title": The estate or interest described in Schedule A.
<br />(k) "Unmarketable Title": Title affected by an alleged or apparent
<br />matter that would permit a prospective purchaser or lessee of the
<br />Title or lender on the Title to be released from the obligation to
<br />ORT Form 4309 FL
<br />ALTA Owners Policy of Title Insurance 6-17-06 (with Florida Modifications)
<br />ATRUE COPY
<br />,"IF'ITIFIGIATION ON LAST PAGE
<br />purchase, lease, or lend if there is a contractual condition requiring
<br />the delivery of marketable title.
<br />CONTINUATION OF INSURANCE
<br />The coverage of this policy shall continue in force as of Date of
<br />Policy in favor of an Insured, but only so long as the Insured retains
<br />an estate or interest in the Land, or holds an obligation secured by
<br />a purchase money Mortgage given by a purchaser from the Insured,
<br />or only so long as the Insured shall have liability by reason of
<br />warranties in any transfer or conveyance of the Title. This policy
<br />shall not continue in force in favor of any purchaser from the
<br />Insured of either (i) an estate or interest in the Land, or (ii) an
<br />obligation secured by a purchase money Mortgage given to the
<br />Insured.
<br />3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
<br />The Insured shall notify the Company promptly in writing (i) in case
<br />of any litigation as set forth in Section 5(a) of these Conditions, (ii)
<br />in case Knowledge shall come to an Insured hereunder of any claim
<br />of title or interest that is adverse to the Title, as insured, and that
<br />might cause loss or damage for which the Company may be liable
<br />by virtue of this policy, or (iii) if the Title, as insured, is rejected as
<br />Unmarketable Title. If the Company is prejudiced by the failure of
<br />the Insured Claimant to provide prompt notice, the Company's
<br />liability to the Insured Claimant under the policy shall be reduced
<br />to the extent of the prejudice.
<br />4. PROOF OF LOSS
<br />In the event the Company is unable to determine the amount of
<br />loss or damage, the Company may, at its option, require as a condition
<br />of payment that the Insured Claimant furnish a signed proof of loss.
<br />The proof of loss must describe the defect, lien, encumbrance, or
<br />other matter insured against by this policy that constitutes the
<br />basis of loss or damage and shall state, to the extent possible, the
<br />basis of calculating the amount of the loss or damage.
<br />5. DEFENSE AND PROSECUTION OF ACTIONS
<br />(a) Upon written request by the Insured, and subject to the options
<br />contained in Section 7 of these Conditions, the Company, at its
<br />own cost and without unreasonable delay, shall provide for the
<br />defense of an Insured in litigation in which any third party asserts
<br />a claim covered by this policy adverse to the Insured. This obligation
<br />is limited to only those stated causes of action alleging matters
<br />insured against by this policy. The Company shall have the right to
<br />select counsel of its choice (subject to the right of the Insured to
<br />object for reasonable cause) to represent the Insured as to those
<br />stated causes of action. It shall not be liable for and will not pay
<br />the fees of any other counsel. The Company will not pay any fees,
<br />costs, or expenses incurred by the Insured in the defense of those
<br />causes of action that allege matters not insured against by this policy.
<br />(b) The Company shall have the right, in addition to the options
<br />contained in Section 7 of these Conditions, at its own cost, to
<br />institute and prosecute any action or proceeding or to do any
<br />other act that in its opinion may be necessary or desirable to
<br />establish the Title, as insured, or to prevent or reduce loss or
<br />damage to the Insured. The Company may take any appropriate
<br />action under the terms of this policy, whether or not it shall be
<br />liable to the Insured. The exercise of these rights shall not be an
<br />admission of liability or waiver of any provision of this policy.
<br />If the Company exercises its rights under this subsection, it must
<br />do so diligently.
<br />(c) Whenever the Company brings an action or asserts a defense
<br />as required or permitted by this policy, the Company may pursue
<br />the litigation to a final determination by a court of competent
<br />jurisdiction, and it expressly reserves the right, in its sole
<br />discretion, to appeal any adverse judgment or order.
<br />Page 3
<br />
|