ALTA Update Agreement

ALTA Update Agreement

This ALTA Update Agreement (the "Agreement") is entered into as of Effective Date: by and between Title Company: (the "Title Company") and Insured/Owner: (the "Insured").

RECITALS

WHEREAS, the Title Company previously issued or committed to issue a title insurance policy identified as Policy Number: dated: (the "Policy") insuring an interest in the real property described as:

Property Address:

WHEREAS, the Insured has requested that the Title Company issue an update, endorsement, amendment or similar instrument to extend or confirm coverage with respect to certain matters affecting the Policy and the Property; and

WHEREAS, the Title Company is willing to provide such update subject to the terms, conditions, limitations and payment of consideration set forth below.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the following meanings unless otherwise defined in the text: "Policy" means the title insurance policy identified above; "Update" means the endorsement, endorsement package or amendment to the Policy delivered pursuant to this Agreement; "Property" means the real property described in the Policy and in the Property Legal Description below.

Property Legal Description

2. SCOPE OF UPDATE

Subject to the terms and conditions of this Agreement, the Title Company shall, upon satisfaction of the Conditions Precedent in Section 4, issue the Update to the Policy to: (a) extend the insuring provisions of the Policy to a new Effective Date as set forth in Section 3; (b) remove or modify specified exceptions as agreed in writing by the Title Company; and (c) otherwise amend the Policy solely to the extent expressly stated in the Update document delivered to the Insured. The Update shall not expand coverage beyond that expressly provided in the Update.

The Update shall be limited to matters existing as of the new Effective Date and shall not cover defects, liens, encumbrances or other matters first created, attached, filed, recorded or otherwise arising after the Effective Date of the Update unless the Update expressly provides otherwise.

3. EFFECTIVE DATE AND TERM

The Effective Date of the Update shall be: . The Update shall remain in force only to the extent and for the duration set forth in the Update document; unless otherwise specified in writing, the Update does not renew or extend the original Policy beyond the original expiration provisions of the Policy.

4. CONDITIONS PRECEDENT

The Title Company's obligation to issue the Update is expressly conditioned upon: (a) receipt of payment of the required premium and fees as set forth in Section 5; (b) delivery to the Title Company of an executed request for the Update and such instruments and affidavits as the Title Company may reasonably require; (c) no material adverse change to the status of title, ownership, liens, encumbrances or physical condition of the Property occurring prior to the Effective Date of the Update; and (d) the Title Company's completion of such searches, examinations and inspections as it, in its sole discretion, deems necessary.

5. CONSIDERATION; PREMIUM

As consideration for the Update, the Insured shall pay to the Title Company a premium in the amount of: . Payment shall be due on or before: . Unless otherwise agreed in writing, payment is non-refundable once the Update has been delivered.

6. REPRESENTATIONS AND WARRANTIES

The Insured represents and warrants to the Title Company that, as of the date of this Agreement and as of the Effective Date of the Update: (a) the Insured is the owner of the estate or interest insured by the Policy and has full authority to execute this Agreement; (b) there are no unsatisfied judgments, liens, claims, encumbrances or notices affecting the Property other than those disclosed in writing to the Title Company; and (c) all information furnished to the Title Company for purposes of issuing the Update is true, complete and correct in all material respects.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

The Insured shall indemnify, defend and hold harmless the Title Company and its agents from and against any losses, liabilities, claims or expenses (including reasonable attorneys' fees) arising from any misrepresentation or breach of warranty by the Insured in this Agreement or from the Insured's failure to satisfy the Conditions Precedent. Except as expressly provided in the Update, the Title Company's maximum liability for any claim arising out of or relating to the Update shall be limited to the lesser of (i) the amount of liability stated in the Policy as the insured amount for the interest insured, or (ii) the premium actually paid for the Update. The Title Company shall have no liability for consequential, incidental, special or punitive damages.

8. DOCUMENT DELIVERY; RECORDING

The Title Company will deliver the Update to the Insured upon satisfaction of the Conditions Precedent and receipt of payment. If the Update requires recording to be effective, the Insured shall be responsible for recording fees and shall promptly provide all documents necessary for recordation. The Title Company may condition delivery on the Insured's payment of such fees.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail (return receipt requested), nationally recognized overnight courier or email with confirmed receipt. A notice shall be effective upon receipt.

Title Company Notice Address

Insured Notice Address

10. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each party. No waiver by either party of any breach shall constitute a waiver of any subsequent breach.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic image or other electronic means shall be binding upon the parties.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of: , without regard to choice of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Policy and the Update when issued, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

14. MISCELLANEOUS

The parties acknowledge that neither party is relying upon any representation or warranty except as expressly set forth in this Agreement. Headings are for convenience only and do not affect interpretation. Time is of the essence with respect to the obligations of the parties under this Agreement.

SIGNATURES

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