OF THE DATE OF THIS AGREEMENT AND AS OF THE CLOSING DATE, AS IF MADE
AT AND AS OF EACH SUCH DATE, EXCEPT THAT THOSE REPRESENTATIONS AND WARRANTIES
THAT BY THEIR EXPRESS TERMS ARE MADE AS OF A SPECIFIC DATE SHALL BE REQUIRED TO
BE TRUE AND CORRECT ONLY AS OF SUCH DATE, IN EACH CASE EXCEPT FOR INACCURACIES
THAT, IN RESPECT OF MCBC OR CBC, WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT (AND PROVIDED THAT TO THE EXTENT THAT ANY SUCH
REPRESENTATION OR WARRANTY (OTHER THAN SECTION 4.02(H)(I)) IS QUALIFIED BY
MATERIALITY OR DOLLAR THRESHOLD, SUCH MATERIALITY QUALIFICATION OR DOLLAR
THRESHOLD SHALL BE IGNORED FOR THE PURPOSE OF DETERMINING WHETHER THERE IS SUCH
A MATERIAL ADVERSE EFFECT), AND (III) MILLER SHALL
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HAVE RECEIVED A CERTIFICATE SIGNED BY AN OFFICER OF EACH OF MCBC AND CBC TO THE
FOREGOING EFFECT.
(B)
EACH OF THE TRANSACTION DOCUMENTS THAT ARE
REQUIRED TO BE EXECUTED BY MCBC, CBC OR ANY OF THEIR RESPECTIVE SUBSIDIARIES
SHALL HAVE BEEN EXECUTED AND DELIVERED BY MCBC, CBC OR THEIR RESPECTIVE
SUBSIDIARIES, AS APPLICABLE, ON OR BEFORE THE CLOSING DATE.
(C)
SUCH DISCLOSURES AND REPORTS AS ARE
REQUIRED BY APPLICABLE FEDERAL, STATE AND LOCAL LAW IN CONNECTION WITH THE
CONVEYANCE OF REAL PROPERTY, INCLUDING ANY REQUIRED TRANSFER TAX FORMS, SHALL
HAVE BEEN DELIVERED BY MCBC OR CBC.
(D)
WITH RESPECT TO EACH CBC LEASED REAL
PROPERTY WITH RESPECT TO WHICH A MEMORANDUM OF LEASE OR OTHER EVIDENCE OF THE
LESSEE'S LEASEHOLD INTEREST IS RECORDED IN THE APPLICABLE LAND RECORDS, AN
AMENDMENT OF SUCH DOCUMENT, IN RECORDABLE FORM, EVIDENCING THE TRANSFER OF SUCH
CBC LEASED REAL PROPERTY CONTEMPLATED HEREBY SHALL HAVE BEEN DELIVERED BY MCBC
OR CBC.
(E)
MCBC OR CBC SHALL HAVE DELIVERED TO MILLER
NO LATER THAN THIRTY (30) BUSINESS DAYS PRIOR TO THE CLOSING, A COMMITMENT FOR
AN ALTA OWNER'S TITLE INSURANCE POLICY FOR EACH CBC OWNED REAL PROPERTY ISSUED
BY FIDELITY NATIONAL TITLE INSURANCE COMPANY (THE "CBC TITLE COMPANY"), TOGETHER
WITH A COPY OF ALL DOCUMENTS REFERENCED THEREIN (THE "CBC TITLE COMMITMENTS").
AT CLOSING, MCBC OR CBC SHALL HAVE OBTAINED TITLE INSURANCE POLICIES FROM THE
CBC TITLE COMPANY (WHICH MAY BE IN THE FORM OF A MARK-UP OF A PRO FORMA OF THE
CBC TITLE COMMITMENTS) INSURING THE COMPANY'S FEE SIMPLE TITLE TO EACH CBC OWNED
REAL PROPERTY AS OF THE CLOSING DATE (INCLUDING ALL RECORDED APPURTENANT
EASEMENTS) WITH GAP COVERAGE THROUGH THE DATE OF RECORDING, SUBJECT ONLY TO
PERMITTED LIENS, IN SUCH AMOUNT AS THE PARTIES REASONABLY DETERMINE TO BE THE
VALUE OF THE REAL PROPERTY INSURED THEREUNDER (THE "CBC TITLE POLICIES").
EACH
OF THE CBC TITLE POLICIES SHALL INCLUDE AN EXTENDED COVERAGE ENDORSEMENT
(INSURING OVER THE GENERAL OR STANDARD EXCEPTIONS) AND ALL OTHER ENDORSEMENTS
REASONABLY REQUIRED BY THE PARTIES.
MCBC OR CBC SHALL PAY ALL FEES, COSTS AND
EXPENSES WITH RESPECT TO THE CBC TITLE COMMITMENTS AND CBC TITLE POLICIES.
(F)
MCBC OR CBC SHALL HAVE OBTAINED AND
DELIVERED TO MILLER NO LATER THAN THIRTY (30) BUSINESS