Rocky Hill Greenway Hewes-Rocky Hill Rd Title InsuranceOWNER'S POLICY OF TITLE INSURANCE
Policy Issuer:
SEEWALD, JANKOWSKI & SPENCER, P.C.
5 E. PLEASANT STREET
AMHERST, MA 01002
PHONE: 413 - 549 -0041
* Policy Number OX- 09453575 File Number: N1PL: Hewes
* Issued by Old Republic National Title Insurance Company
* Any notice of claim and any other notice or statement in writing required to be given to the
Company under this Policy must be given to the Company at the address shown in Section 18
of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEOULE B, AND THE CONDITIONS, OLD
REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota corporation (the "Company ") insures, as of Date of Policy and, to the extent stated
in Covered Risks 9 and 10, after Date of Policy, against lass or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured
by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered Risk inciudos but is not limited to insurance against loss from:
(a) A defect in the Title caused by
(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic
means authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title thatvvodld be disclosed by an accurate
and complete land survey of the Land. The term "encroachment" includes encraachments of existing improvements located on the Land
onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.
3. Unmarketable Title,
4. No right of access to and from the Land.
5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting,
regulating, prohibiting, or relating to
(a) the occupancy, use, or enjoyment of the Land;
(b) the character, dimensions, or location of any improvement erected on the Land;
(cj the subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent
of the violation or enforcement referred to in that notice,
Countersigned;
ORT Form 4309
ALTA Owners Poky of Title Insurance 6 -17 -06
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
A Stock Company
400 Second Avenue South, Minneapolis, Minnesota 55401
(692) 371 -1191
By �J President
Attest Secretary
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement
action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being defective
(a) as a result of the avoidance in whole or in part, or from a court order providing an aiternative remedy, of a transfer of all or any part of
the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer
constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy,
state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value or to a
judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has
been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the
Public Records that vests Title as shown in Schedule A.
The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the
extent provided in the Conditions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of
this policy, and the Company will not pay lass or damage, costs,
attorneys' fees, or expenses that arise by reason of:
(a) Any law, ordinance, permit, or governmental regulation
(including those relating to building and zoning} restricting,
regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any
improvement erected on the Land;
(iii) the subdivision of land; or
(ivl environmental protection;
or the effect of any violation of these laws, ordinances, or govern-
mental regulations. This Exclusion 1 {a) does not modify or limit the
coverage provided under Covered Risk S.
(h) Any governmental police power. This Exclusion 1(h) does not
modify or limit the coverage provided under Covered Risk G.
2. Rights of eminent domain. This Exclusion does not modify or limit
the coverage provided under Covered Risk 7 or B.
3. Defects, liens, encumbrances, adverse claims, or other matters
(a) created, suffered, assumed, or agreed to by the Insured
Claimant;
{bl not Known to the Company, not recorded in the Public
Records at Date of Policy, but Known to the Insured Claimant
and not disclosed in writing to the Company by the Insured
Claimant prior to the date the Insured Claimant became an
Insured under this policy;
le) resulting in no lass or damage to the Insured Claimant;
(d) attaching or created subsequentta Date of Policy
(however, this does not modify or limitthe coverage provided
under Covered Risk 9 and 10); or
(e) resulting in loss or damage that would not have been
sustained if the Insured Claimant had paid value for the Title.
4. Any claim, by reason of the operation of federal bankruptcy, state
insolvency, or similar creditors' rights laws, that the transaction
vesting the Title as shown in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered
Risk 9 of this policy.
5. Any lien on the Title for real estate taxes or assessments imposed
by governmental authority and created or attaching between Date
of Policy acid the date of recording of the deed or other instrument
of transfer in the Puhlic Records that vests Title as shown in
Schedule A.
Page 2
File Number: NIPL: Hewes
'h * Old Republic National Title Insurance Company
400 Second Avenue South
Minneapolis, MN 55401
OWNER'S POLICY of TITLE INSURANCE
Schedule A
Owner's Policy Number. Date of .Policy Amount of Policy
OX- 09453575 10/24/2014 @ 11:14 aria $387,500.00
Agency Naive. Seewaid, Jankowski & ;Spencer; P A C" ❑Hurst Time Homebuyer Discount
1. Name of Insured:
City of Northampton
2. The estate or interest in the Land that is Insured by this policy is:
Fee Simple
3. Title is vested in:
City of Northampton, by deed of Carol Hewes, dated September 3, 2014 and recorded in the Hampshire
County Registry of Deeds in Book 11784, Page 194.
4. The land referred to in this policy is encumbered by the following mortgage, or trust deed and assignments:
(none)
5. The Land referred to in this policy is set forth on Exhibit A attached hereto and is described as follows:
Street Address: Land on Rocky Hill Road and land on Easthampton Road
City/County /State /Zip Code: Northampton, Hampshire County, Massachusetts 01060
Authorized Sign ory
Seewald, Jankows a & Spencer, P, C.
ALTA Owner's Policy of Title Insurance 6106
* * * * File Number: NIPL: Hewes
ah * Old Republic National Title Insurance Company
't 400 Second Avenue South
Minneapolis, MN 55401
EXHIBIT A — Legal Description
The land in Northampton, Hampshire County, Massachusetts, bounded and described as follows:
Parcel A
Certain real estate situated in said Northampton and shown on a plan entitled "Plan of Land in
Northampton, Mass. Prepared for Valley Bank and Trust Co." dated July 2, 1974 and prepared by
Almer Huntley, Jr. & Associates, Inc. of said Northampton, said plan recorded in the Hampshire
County Registry of Deeds, Plan Book 92, Page 60, and said real estate consisting of 3.7 acres,
more or less, being bounded and described on said plan as follows:
Beginning at a point on the Westerly side of Easthampton Road - Route 10 at the Southerly
corner of said real estate and running thence N. 2752' 50" E., one hundred six (106) feet, more
or less to a point; thence N. 51 °24' 00" E., thirty -six and 981100 (36.98) feet to a point; thence N.
25'18'00" E., one hundred fifteen and 081100 (115.08) feet to a point; thence N. 3504' 15" E.,
four hundred twenty -five and 321100 (425.32) feet to a point; thence N. 3546' 50" E., thirty -four
and 911100 (34.91) feet to the Northeasterly corner of said real estate; the last five directions
being along the Easterly side of said Easthampton Road; thence turning and running in a
Northwesterly direction along land now or formerly of Norwood Oil Co., Inc., four hundred ten
(410) feet, more or less, to the Northwesterly corner of said real estate; thence turning and
running in a Southerly direction along a circle having a radius of 2840.18 feet and along land now
or formerly of Western Massachusetts Electric Company an arc distance of seven hundred forty -
five and 961100 (745.96) feet, more or less, to the point and place of beginning.
Parcel B
The land and buildings thereon located on Rocky Hill Road, in Northampton, Hampshire County,
Massachusetts, shown as Parcel 4 on a plan of land entitled "PLAN OF LAND IN
NORTHAMPTON, MASSACHUSETTS SURVEYED FOR NORTHAMPTON BUSINESS PARK"
dated June 2, 1995, prepared by Heritage Surveys, Inc., REGISTERED PROFESSIONAL LAND
SURVEYORS, P.O. BOX 1 - COLLEGE HIGHWAY, SOUTHAMPTON, MASSACHUSETTS,
containing 43.935 acres, and recorded in the Hampshire County Registry of Deeds, Plan Book
231, Page 62.
ALTA Owner's Policy of Title insurance 6106
* * + * File Number: NIPL: Hewes
+ * Old Republic National Title Insurance Company
400 Second Avenue South
Minneapolis, MN 55401
Schedule B — I
Exceptions from Coverage
Policy No. OX- 09304550
In addition to the Exclusions, you are not insured against loss, costs, attorneys' fees, and
expenses resulting from:
1. Any facts, rights, interest, or claims of persons or parties in possession, which are not
shown by the public records.
2. Any encroachment, encumbrance, violation, variation, discrepancy, conflict in boundary
lines, shortage in area, or adverse circumstance affecting the Title that would be
disclosed by an accurate and complete land survey of the Land, and which are not shown
by the public records.
3. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished,
imposed by law and not shown by the public records.
4. The mortgage, if any referred to in Item 4 of Schedule A. (This exception does NOT apply
to Loan Policies.)
5. Liens for real estate taxes for the current fiscal year, which are not yet due and payable,
and liens for any unpaid municipal assessments, water, and sewer charges, if any.
Real estate taxes have been paid through the date of closing.
6. IF THE INSURED PREMISES IS A CONDOMINIUM UNIT: Covenants, conditions,
restrictions, reservations, easements, liens for common area assessments, options,
powers of attorney and limitations on title, created by or set forth or described in the
condominium law of the State in which the unit is located, the Unit Deed, the Master
Deed or Declaration of Condominium, in the related By -Laws, in the Declaration of Trust,
Site Plans as duly recorded in the appropriate land records as the same may have been
lawfully amended, and in any instruments creating the estate or interest insured by this
policy.
7. Parcel A:
a. SUBJECT TO a utility easement in favor of Northampton Electric Lighting
Company dated September 5, 1934 and recorded in the Hampshire County
Registry of Deeds in Book 898, Page 356.
b. SUBJECT TO utility and access easements in favor of Northeastern Gas
Transmission Company dated April 9, 1951 and recorded in the Hampshire
County Registry of Deeds in Book 1091, Page 214, as amended by instrument
dated September 19, 1988 and recorded in the Hampshire County Registry of
Deeds in Book 3266, Page 272.
c. SUBJECT TO utility and access easements in favor of Tennessee Gas
Transmission Company described in instrument dated September 12, 1958 and
recorded in the Hampshire County Registry of Deeds in Book 1281, Page 417,
as amended in favor of Berkshire Gas Company by agreement dated September
28, 1959 and recorded in the Hampshire County Registry of Deeds in Book 1368,
Page 295.
ALTA Owner's Policy of Title Insurance 6106
* * File Number: NlPL: Hewes
'f * Old Republic National Title Insurance Company
* SF 400 Second Avenue South
Minneapolis, MN 55401
Schedule B — I
Exceptions from Coverage
d. SUBJECT TO utility and access easements in favor of Berkshire Gas Company
described in instrument dated November 12, 1981 and recorded in the
Hampshire County Registry of Deeds in Book 2252, Page 85,
8. Parcel B:
a. SUBJECT TO a utility easement in favor of Northampton Electric Lighting
Company dated March 5, 1935 and recorded in the Hampshire County Registry
of Deeds in Book 904, Page 262.
b. SUBJECT TO a maintenance easement relative to a brook/culvert in favor of the
Commonwealth of Massachusetts dated May 21, 1957 and recorded in the
Hampshire County Registry of Deeds in Book 1250, Page 1.
ALTA Owner's Policy of Title Insurance 6106
CONDITIONS
1. DEFINITION OF TERMS
The fallowing terms when used in this policy mean:
(a) "Amount of Insurance ": The amount stated in Schedule A, as may
be, increased or decreased by endorsement to this policy, increased
by Section 0), w decreased by Sections 10 and 11 of these Conditions.
(b) "Date of Policy ": The date designated as "Date of Policy" in
Schedule A.
(c) "Entity ": A corporation, partnership, trust, limited liability
company, or other similar legal entity.
Id) "Insured ": The Insured named in Schedule A.
(i) The term "Insured" also includes
(A) successors to the Title of the Insured by operation of law as
distinguished from purchase, including heirs, devisees, survivors,
personal representatives, or next of kin;
(BI successors to an Insured by dissolution, merger, consolidation,
distribution, or reorganization;
IC) successors to an Insured by its conversion to another kind of
Entity;
{D) a grantee of an Insured under a deed delivered without
payment of actual valuable consideration conveying the Title
(1) if the stock, shares, memberships, or other equity
interests of the grantee are wholly -owned by the
named Insured,
121 if the grantee wholly owns the named Insured,
0 if the grantee is wholly -owned by an affiliated
Entity of the named Insured, provided the affiliated
Entity and the named Insured are both wholly -owned
by the same person or Entity, or
(4) if the grantee is a trustee or beneficiary of a trust
created by a written instrument established by the
Insured named in Schedule A for estate planning
purposes.
(ii) With regard to IA), (Bl, (C), and {D) reserving, however, all rights
and defenses as to any successor that the Company would have had
against any predecessor Insured.
(e) "Insured Claimant ": An Insured claiming loss or damage.
(f) "Knowledge" or "Known ": Actual knowledge, not constructive
knowledge or notice that may be imputed to an Insured by reason of
the Public Records or any other records that impart constructive
notice of matters affecting the Title.
(g) "Land ": The land described in Schedule A, and affixed improvements
that by law constitute real property. The term "Land" does not
include any property beyond the lines of the area described in
Schedule A, nor any right, title, interest, estate, or easement in
abutting streets, roads, avenues, alleys, lanes, ways, or waterways,
but this does not modify or limit the extent that a right of access to
and from the Land is insured by this policy.
(h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security
instrument, including one evidenced by electronic means authorized
by law.
(i) "Public Records ": Records established under state statutes at
Date of Policy for the purpose of imparting constructive notice of
matters relating to real property to purchasers for value and without
Knowledge. With respect to Covered Risk 5ld), "Public Records"
shall also include environmental protection liens filed in the records
of the clerk of the United States District Court for the district where
the Land is located.
(jl "Title ": The estate or interest described in Schedule A.
(k) "Unmarketable Title ": Title affected by an alleged or apparent
matter that would permit a prospective purchaser or lessee of the
Title or lender on the Title to be released from the obligation to
purchase, lease, or lord if there is a contractual condition requiring
the delivery of marketable title.
2. CONTINUATION OF INSURANCE
The coverage of this policy shall continue in force as of Date of
Policy in favor of an Insured, but only so long as the Insured retains
an estate or interest in the Land, or holds an obligation secured by
a purchase money Mortgage given by a purchaser from the Insured,
or only so long as the Insured shall have liability by reason of
warranties in any transfer or conveyance of the Title. This policy
shall not continue in force in favor of any purchaser from the
Insured of either Ii} an estate or interest in the Land, or (ii) an
obligation secured by a purchase money Mortgage given to the
Insured.
NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured shall notify the Company promptly in writing {il in case
of any litigation as set forth in Section 5(a) of these Conditions, (iii
in case Knowledge shall come to an insured hereunder of any claim
of title or interest that is adverse to the Title, as insured, and that
might cause loss or damage for which the Company may be liable
by virtue of this policy, or (iii} if the Title, as insured, is rejected as
Unmarketable Title. If the Company is prejudiced by the failure of
the Insured Claimant to provide prompt notice, the Company's
liability to the Insured Claimant under the policy shall be reduced
to the extent of the prejudice.
4. PROOF OF LOSS
In the event the Company is unable to determine the amount of
loss or damage, the Company may, at its option, require as a condition
of payment that the Insured Claimant furnish a signed proof of loss.
The proof of loss must describe the defect, lien, encumbrance, or
other matter insured against by this policy that constitutes the
basis of loss or damage and shall state, to the extent possible, the
basis of calculating the amount of the loss or damage.
5. DEFENSE AND PROSECUTION OF ACTIONS
(a) Upon written request by the Insured, and subject to the options
contained in Section 7 of these Conditions, the Company, at its
own cost and without unreasonable delay, shall provide for the
defense of an Insured in litigation in which any third party asserts
a claim covered by this policy adverse to the insured. This obligation
is limited to only those stated causes of action alleging matters
insured against by this policy. The Company shall have the right to
select counsel of its choice (subject to the right of the Insured to
object for reasonable cause) to represent the Insured as to those
stated causes of action. It shall not be liable for and will not pay
the fees of any other counsel. The Company will not pay any fees,
casts, or expenses incurred by the Insured in the defense of those
causes of action that allege matters not insured against by this policy.
(bl The Company shall have the right, in addition to the options
contained in Section 7 of these Conditions, at its own cost, to
institute and prosecute any action or proceeding or to do any
other act that in its opinion may be necessary or desirable to
establish the Title, as insured, or to prevent or reduce loss or
damage to the Insured. The Company may take any appropriate
action under the terms of this policy, whether or not it shall be
liable to the Insured. The exercise of these rights shall not be an
admission of liability or waiver of any provision of this policy.
If the Company exercises its rights under this subsection, it most
do so diligently.
{c) Whenever the Company brings an action or asserts a defense
as required or permitted by this policy, the Company may pursue
the litigation to a final determination by a court of competent
jurisdiction, and it expressly reserves the right, in its sole
discretion, to appeal any adverse judgment or order.
Page 3
CONDITIONS (can't)
6. DUTY OF INSURED CLAIMANT TO COOPERATE
(a) in all cases where this policy permits or requires the Company
to prosecute or provide for the defense of any action or proceeding
and any appeals, the Insured shall secure to the Company the right
to so prosecute or provide defense in the action or proceeding,
including the right to use, at its option, the name of the Insured for
this purpose. Whenever requested by the Company, the Insured,
at the Company's expense, shall give the Company all reasonable
aid (il in securing evidence, obtaining witnesses, prosecuting or
defending the action or proceeding, or effecting settlement, and
Iii) in any other lawful act that in the opinion of the Company may
be necessary or desirable to establish the Title or any other matter
as insured. if the Company is prejudiced by the failure of the
Insured to furnish the required cooperation, the Company's obligations
to the Insured under the policy shall terminate, including any
liability or obligation to defend, prosecute, or continue any litigation,
with regard to the matter or matters requiring such cooperation.
(b) The Company may reasonably require the Insured Claimant to
submit to examination under oath by any authorized representative
of the Company and to produce for examination, inspection, and
copying, at such reasonable times and places as may be designated
by the authorized representative of the Company, all records, in
whatever medium maintained, including books, ledgers, checks,
memoranda, correspondence, reports, e- mails, disks, tapes, and
videos whether bearing a date before or after Date of Policy, that
reasonably pertain to the lass or damage. Further, if requested by
any authorized representative of the Company, the Insured Claimant
shall grant its permission, in writing, for any authorized representative
of the Company to examine, inspect, and copy all of these records
in the custody or control of a third party that reasonably pertain to
the loss or damage. All information designated as confidential by
the Insured Claimant provided to the Company pursuant to this
Section shall not be disclosed to others unless, in the reasonable
judgment of the Company, it is necessary in the administration of
the claim. Failure of the Insured Claimant to submit for examination
under oath, produce any reasonably requested information, or
grant permission to secure reasonably necessary information from
third parties as required in this subsection, unless prohibited by
law or governmental regulation, shall terminate any liability of the
Company under this policy as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;
TERMINATION OF LIABILITY
In case of a claim under this policy, the Company shall have the
following additional options:
(al To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under this
policy together with any costs, attorneys' fees, and expenses
incurred by the Insured Claimant that were authorized by the
Company up to the time of payment or tender of payment and that
the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability and
obligations of the Company to the Insured under this policy, other
than to make the payment required in this subsection, shall terminate,
including any liahility or obligation to defend, prosecute, or contin-
ue any litigation.
(b) To Pay or Otherwise Settle With Parties Other Than the Insured
or With the Insured Claimant,
(i) To pay or otherwise settle with other parties for or in the
name of an Insured Claimant any claim insured against under this
policy. In addition, the Company will pay any casts, attorneys' fees,
and expenses incurred by the Insured Claimant that were authorized
by the Company up to the time of payment and that the Company is
obligated to pay; or
(ii) To pay or otherwise settle with the Insured Claimant the loss
or damage provided for under this policy, together with any costs,
attorneys' fees, and expenses incurred by the insured Claimant that
were authorized by the Company up to the time of payment and that
the Company is obligated to pay.
Upon the exercise by the Company of either of the options provided
for in subsections Ib)(i) or (ii), the Company's obiigatiensto the Insured
under this policy for the claimed loss or damage, other than the
payments required to be made, shall terminate, including any liability
or obligation to defend, prosecute, or continue any litigation.
8. DETERMINATION ANO EXTENT OF LIABILITY
This policy is a contract of indemnity against actual monetary loss or
damage sustained or incurred by the Insured Claimant who has suffered
loss or damage by reason of matters insured against by this policy,
{a) The extent of liability of the Company for loss or damage under
this policy shall not exceed the lesser of
(i) the Amount of Insurance; or
(ii) the dlfference between the value of the Title as insured and the
value of the Title subject to the risk insured against by this policy.
(b} If the Company pursues its rights under Section 5 of these
Conditions and is unsuccessful in establishing the Title, as insured,
(il the Amount of Insurance shall be increased by 10 %, and
{iil the Insured Claimant shall have the right to have the loss or
damage determined either as of the date the claim was made by
the insured Claimant or as of the date it is settled and paid.
(cl In addition to the extent of liability under (a) and (b), the Company
will also pay those costs, attorneys" fees, and expenses incurred in
accordance with Sections 5 and 7 of these Conditions.
LIMITATION OF LIABILITY
{al Ifthe Company establishes the Title, or removes the alleged
defect, lien, or encumbrance, or cures the lack of a right of access
to or from the Land, or cures the claim of Unmarketable Title, all as
insured, in a reasonably diligent manner by any method, including
litigation and the completion of any appeals, it shall have fully
performed its obligations with respect to that matter and shall not
be liable for any lass or damage caused to the Insured,
(b) In the event of any litigation, including litigation by the Company
or with the Company's consent, the Company shall have no liability
for loss or damage until there has been a final_ determination by a
court of competent jurisdiction, and disposition of all appeals,
adverse to the Title, as insured.
(c} The Company shall not be liable for loss or damage to the
Insured for liability voluntarily assumed by the Insured in settling
any claim or suit without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION
OF LIABILITY
All payments under this policy, except payments made for costs,
attorneys' fees, and expenses, shall reduce the Amount of Insurance
by the amount of the payment.
Page 4
CONDITIONS (con't)
11. LIABILITY NONCUMULATIVE
The Amount of Insurance shall be reduced by any amount the Company
pays under any policy insuring a Mortgage to which exception is taken
in Schedule B or to which the Insured has agreed, assumed, or taken
subject, or which is executed by an Insured after Date of Policy and
which is a charge or lien on the Title, and the amount so paid shall be
deemed a payment to the Insured under this policy.
17. PAYMENT OF LOSS
When liability and the extent of loss or damage have been definitely
fixed in accordance with these Conditions, the payment shall be made
within 30 days.
13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT
(a) Whenever the Company shall have settled and paid a claim
under this policy, it shall be subrogated and entitled to the rights of
the Insured Claimant in the Title and all other rights and remedies
in respect to the claim that the Insured Claimant has against any
person or property, to the extent of the amount of any loss, costs,
attorneys` fees, and expenses paid by the Company. If requested
by the Company, the Insured Claimant shall execute documents to
evidence the transfer to the Company of these rights and remedies.
The Insured Claimant shall permit the Company to sue, compromise,
or settle in the name of the Insured Claimant and to use the name
of the Insured Claimant in any transaction or litigation involving
these rights and remedies.
If a payment on account of a claim does not fully cover the loss of
the Insured Claimant, the Company shall defer the exercise of its
right to recover until afterthe Insured Claimant shall have recovered
its loss.
(b) The Company's right of subrogation includes the rights of the
Insured to indemnities, guaranties, other policies of insurance, or
bonds, notwithstanding any terms or conditions contained in those
instruments that address subrogation rights.
14. ARBITRATION
Either the Company or the Insured may demand that the claim or
controversy shall be submitted to arbitration pursuant to the Title
Insurance Arbitration Rules of the American Land Title Association
( "Rules" I. Except as provided in the Rules, there shall he no joinder
or consolidation with claims or controversies of other persons.
Arbitrable matters may include, but are not limited to, any controversy
or claim between the Company and the Insured arising out of or relating
to this policy, any service in connection with its issuance or the breach
of a policy provision, or to any other controversy or claim arising out of
the transaction giving rise to this policy. All arbitrable matters when
the Amount of Insurance is $2,000,000 or less shall be arbitrated at the
option of either the Company or the Insured. All arbitrable matters
when the Amount of Insurance is in excess of $2,000,000 shall be
arbitrated only when agreed to by both the Company and the Insured.
Arbitration pursuant to this policy and under the Rules shall be binding
upon the parties. Judgment upon the award rendered by the Arbitrators)
may be entered in any court of competent jurisdiction,
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CON-
TRACT
(a) This policy together with all endorsements, if any, attached to it
by the Company is the entire policy and contract between the
Insured and the Company. In interpreting any provision of this
policy, this policy shall be construed as a whole.
lb) Any claim of loss or damage that arises out of the status of the
Title or by any action asserting such claim shall be restricted to this
policy.
(c) Any amendment of or endorsement to this policy must be in
writing and authenticated by an authorized person, or expressly
incorporated by Schedule A of this policy.
(d) Each endorsement to this policy issued at any time is made a
part of this policy and is subject to all of its terms and provisions.
Except as the endorsement expressly states, it does not (i) modify
any of the terms and provisions of the policy, (iij modify any prior
endorsement, (iii) extend the Date of Policy, or (iv) increase the
Amount of Insurance.
16. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held
invalid or unenforceable under applicable law, the policy shall be
deemed not to include that provision or such part held to be invalid, but
all other provisions shall remain in full force and effect.
17. CHOICE OF LAW; FORUM
(a) Choice of Law: The Insured acknowledges the Company has
underwritten the risks covered by this policy and determined the
premium charged therefor in reliance upon the law affecting interests
in real property and applicable to the interpretation, rights, remedies,
or enforcement of policies of title insurance of the jurisdiction
where the Land is located.
Therefore, the court or an arbitrator shall apply the law of the
jurisdiction where the Land is located to determine the validity of
claims against the Title that are adverse to the Insured and to
interpret and enforce the terms of this policy. In neither case shall
the court or arbitrator apply its conflicts of law principles to deter-
mine the applicable law.
@J Choice of Forum: Any litigation or other proceeding brought by
the Insured against the Company must be filed only in a state or
federal court within the United States of America or its territories
having appropriate jurisdiction.
18. NOTICES, WHERE SENT
Any notice of claim and any other notice or statement in writing
required to be given to the Company under this policy must be given to
the Company at 400 Second Avenue South, Minneapolis,
Minnesota 55401 -2499.
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