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GUARANTM&CONDMONS AND STIPULATI"m (CONT.)
<br /> (7(a)coat) Assured shall permit the Company to sue,compromise or settle in the name of
<br /> Upon the exercise by the Company of the option provided for in Paragraph the Assured and to use the name of the Assured in any transaction or litigation
<br /> (a)the Company's obligation to the Assured under this Guarantee for the claimed involving these rights or remedies.
<br /> loss or damage,other than to make the payment required in that paragraph,shall If payment on account of a claim does not fully cover the loss of the Assured
<br /> terminate,including any obligation to continue the defense or prosecution of any the Company shall be subrogated to all rights and remedies of the Assured after
<br /> litigation for which the Company has exercised its options under Paragraph 5, the Assured shall have recovered its principal,interest,and costs of collection.
<br /> and the Guarantee shall be surrendered to the Company for cancellation.
<br /> (b)To Pay or Otherwise Settle With Parties Other Than the Assured or With the 13.ARBITRATION.
<br /> Assured claimant. Unless prohibited by applicable law,either the Company or the Assured may
<br /> To pay or otherwise settle with other parties for or in the name of an Assured demand arbitration pursuant to theTitle Insurance Arbitration Rules of the American
<br /> Claimant any claim assuredagainstunder this Guarantee,together with any Arbitration Association. Arbitrable matters may include,but are not limited to,any
<br /> costs,attorneys'fees andexpenses incurred by the Assured claimant which were controversy orclaim between the Company and the Assured arising out of or relating
<br /> authorized by the Company up to the time of payment and which the Company to this Guarantee,any service of the Company in connection with its issuance or the
<br /> is obligated to pay. breach of a Guarantee provision or other obligation.All arbitrable matters when the
<br /> Upon the exercise by the Company of the option provided for in Paragraph(b) Amount of Liability is$1,000,000 or less shall be arbitrated at the option of either
<br /> the Company's obligation to the Assured under this Guarantee for the claimed the Company or the Assured. All arbitrable matters when the Amount of Liability
<br /> loss or damage,other than to make the payment required in that paragraph,shall is in excess of$1,000,000 shall be arbitrated only when agreed to by both the
<br /> terminate,including any obligation to continue the defense or prosecution of any Company and the Assured.The Rules in effect at Date of Guarantee shall be binding
<br /> litigation for which the Company has exercised its options under Paragraph 5. upon the parties. The award may include attorneys'fees only if the laws of the state
<br /> in which the land is located permits a court to award attorneys'fees to a prevailing
<br /> 8. DETERMINATION AND EXTENT OF LIABILITY. party.Judgment upon the award rendered by the Arbitrator(s)may be entered in any
<br /> This Guarantee is a contract of Indemnity against actual monetary loss or damage court having jurisdiction thereof.
<br /> sustained or incurred by the Assured claimant who has suffered loss or damage by The law of the situs of the land shall apply to an arbitration under the Title Insurance
<br /> reason of reliance upon the assurances set forth in this Guarantee and only to the Arbitration Rules.
<br /> extent herein described,and subject to the exclusions stated in Paragraph 2. A copy of the Rules may be obtained form the Company upon request.
<br /> The liability of the Company under this Guarantee to the Assured shall not exceed
<br /> the least of: 14.LIABILITY LIMITED TO THIS GUARANTEE;GUARANTEE
<br /> (a)the amount of liability stated in Schedule A; ENTIRE CONTRACT.
<br /> (b)the amount of the unpaid principal indebtedness secured by the mortgage of (a)This Guarantee together with all endorsements,if any,attached hereto by
<br /> an Assured mortgagee,as limited or provided under Section 7 of these Conditions the Company is the entire Guarantee and contract between the Assured and
<br /> and Stipulations or as reduced under Section 10 of these Conditions and the Company. In interpreting any provision of this Guarantee,this Guarantee
<br /> Stipulations,at the time the loss or damage assured against by this Guarantee shall be construed as a whole.
<br /> occurs,together with interest thereon;or (b)Any claim of loss or damage,whether or not based on negligence,or any
<br /> (c)the difference between the value of the estate or interest covered hereby as action asserting such claim,shall be restricted to this Guarantee.
<br /> stated herein and the value of the estate or interest subject to any defect,lien (c)No amendment of or endorsement to this Guarantee can be made except by a
<br /> or encumbrance assured against by this Guarantee. writing endorsed hereon or attached hereto signed by either the President,a Vice
<br /> President,the Secretary,an Assistant Secretary,orvalidating officeror authorized
<br /> 9. LIMITATION OF LIABILITY. signatory of the Company.
<br /> (a)If the Company establishes the title,or removes the alleged defect,lien or
<br /> encumbrance,or cures any other matter assured against by this Guarantee in a 15.NOTICES,WHERE SENT.
<br /> reasonably diligent mannerby any method,including litigation and the completion AD notices required to be given the Company and any statement in writing required
<br /> of any appeals therefrom,it shall have fully performed its obligations with to be famished the Company shall include the number of this Guarantee and shall
<br /> respect to that matter and shall not be liable for any loss or damage caused be addressed to the Company at P.O.Box 1680,Denver,Colorado 80201.
<br /> thereby.
<br /> (b)In the event of any litigation by the Company or with the Company's consent,
<br /> the Company shall have no liability for loss or damage until there has been a final
<br /> determination by a court of competent jurisdiction,and disposition of all appeals
<br /> therefrom,adverse to the title,as state herein.
<br /> (c)The Company shall not be liable for loss or damage to any Assured for liability
<br /> voluntarily assumed by the Assured in settling any claim or suit without the prior
<br /> written consent of the Company.
<br /> 10.REDUCTION OF LIABILITY OR TERMINATION OF LIABILITY.
<br /> All payments under this Guarantee,except payments made for costs,attorneys'fees
<br /> and expenses pursuant to Paragraph 5 shall reduce the amount of liability pro tanto.
<br /> 11.PAYMENT OF LOSS.
<br /> (a)No payment shall be made without producing this Guarantee for endorsement
<br /> of the payment unless the Guarantee has been lost or destroyed,in which case
<br /> proof of loss or destruction shall be furnished to the satisfaction of the Company.
<br /> (b)When liability and the extent of loss or damage has been definitely fixed in
<br /> accordance with these Conditions and Stipulations,the loss or damage shall be
<br /> payable within thirty(30)days thereafter.
<br /> 12.SUBROGATION UPON PAYMENT OR SETTLEMENT.
<br /> Whenever the Company shall have settled and paid a claim under this Guarantee,
<br /> all right of subrogation shall vest in the Company unaffected by any act of the
<br /> Assured claimant.
<br /> The Company shall be subrogated to and be entitled to all rights and remedies
<br /> which the Assured would have had against any person or property in respect to
<br /> the claim had this Guarantee not been issued. If requested by the Company,the
<br /> Assured shall transfer to the Company all rights and remedies against any
<br /> person or property necessary in order to perfect this right of subrogation. The
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