AND ALL OTHER
ENDORSEMENTS REASONABLY REQUIRED BY THE PARTIES.
SABMILLER OR MILLER SHALL PAY
ALL FEES, COSTS AND EXPENSES WITH RESPECT TO THE MILLER TITLE COMMITMENTS AND
MILLER TITLE POLICIES.
(F)
SABMILLER OR MILLER SHALL HAVE OBTAINED
AND DELIVERED TO CBC NO LATER THAN THIRTY (30) BUSINESS DAYS PRIOR TO THE
CLOSING, A SURVEY FOR EACH MILLER OWNED REAL PROPERTY, DATED NO EARLIER THAN THE
DATE OF THIS AGREEMENT, PREPARED BY A SURVEYOR LICENSED IN THE APPLICABLE
JURISDICTION, AND CONFORMING TO "MINIMUM STANDARD DETAIL REQUIREMENTS FOR
ALTA/ACSM LAND TITLE SURVEYS" JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS
IN 2005, AND INCLUDING ITEMS 1, 2, 3, 4, 6, 7(A), 7(B)(1), 7(C), 8, 9, 10,
11(B), 13, 14, 16, 17 AND 18 OF TABLE A THEREOF, AND SUCH OTHER STANDARDS AS THE
MILLER TITLE COMPANY MAY REQUIRE AS A CONDITION TO DELETING STANDARD OR GENERAL
EXCEPTIONS OR THE REMOVAL OF ANY SURVEY EXCEPTIONS FROM THE MILLER TITLE
POLICIES, AND CERTIFIED TO THE PARTIES AND THE MILLER TITLE COMPANY, IN A FORM
SATISFACTORY TO EACH OF SUCH PARTIES (THE "MILLER SURVEYS").
THE MILLER SURVEYS
SHALL NOT DISCLOSE ANY ENCROACHMENT FROM OR ONTO ANY OF THE REAL PROPERTY OR ANY
PORTION THEREOF OR ANY OTHER LIEN OR SURVEY DEFECT WHICH HAS NOT BEEN CURED OR,
PROVIDED THE MILLER TITLE COMPANY WILL ISSUE A FURTHER ASSURANCE ENDORSEMENT
WITH RESPECT TO SUCH DEFECT, INSURED OVER TO CBC'S REASONABLE SATISFACTION PRIOR
TO THE CLOSING, UNLESS SUCH ENCUMBRANCE, LIEN OR SURVEY DEFECT WOULD NOT
REASONABLY BE EXPECTED TO MATERIALLY IMPAIR THE CONDUCT OF THE MILLER BUSINESS
AS CONDUCTED AT THE PERTINENT MILLER REAL PROPERTY ON THE DATE OF THE PERTINENT
MILLER SURVEY.
SABMILLER OR MILLER SHALL PAY ALL FEES, COSTS AND EXPENSES WITH
RESPECT TO THE MILLER SURVEYS.
(G)
SABMILLER OR MILLER SHALL HAVE OBTAINED AND
DELIVERED TO CBC AN ESTOPPEL CERTIFICATE WITH RESPECT TO EACH OF THE MILLER
LEASED REAL PROPERTIES THAT CONSTITUTES A MATERIAL CONTRACT CERTIFYING (I) THAT
THE APPLICABLE LEASE IS IN FULL FORCE AND EFFECT AND HAS NOT BEEN MODIFIED
EXCEPT AS DESCRIBED IN THE ESTOPPEL CERTIFICATE, (II) THAT THERE IS NO DEFAULT
UNDER THE APPLICABLE LEASE THAT HAS OCCURRED AND IS CONTINUING, NOR HAS ANY
EVENT OCCURRED WHICH WITH THE PASSAGE OF TIME WOULD BECOME A DEFAULT, (III) THE
DATES TO WHICH RENT AND OTHER CHARGES HAVE BEEN PAID, AND (IV) THE EXPIRATION
DATE OF THE LEASE.
THE ESTOPPEL CERTIFICATE SHALL BE DATED NO MORE THAN TWENTY
(20) BUSINESS DAYS PRIOR TO THE CLOSING DATE.
Section 8.03
Conditions to Obligations of
SABMiller and Miller. The obligations of SABMiller and Miller to consummate the
Closing are subject to the satisfaction (or waiver by SABMiller or Miller) of
the following further conditions:
(A)
(I)
MCBC AND CBC SHALL HAVE PERFORMED IN
ALL MATERIAL RESPECTS ALL OF THE OBLIGATIONS UNDER THIS AGREEMENT REQUIRED TO BE
PERFORMED BY THEM AT OR PRIOR TO THE CLOSING, (II) THE REPRESENTATIONS AND
WARRANTIES OF MCBC AND CBC CONTAINED IN THIS AGREEMENT SHALL BE TRUE AND CORRECT
AT AND AS