BUDGET RECONCILIATION ACT OF 1985, AS
AMENDED ("COBRA") WITH RESPECT TO ANY PURCHASED BUSINESS EMPLOYEE WHO IS COVERED
UNDER ANY GROUP HEALTH PLAN MAINTAINED BY SELLER OR ITS ERISA AFFILIATES AS OF
THE CLOSING DATE OR WHOSE "QUALIFYING EVENT" WITHIN THE MEANING OF SECTION
4980B(F) OF THE CODE, OCCURS ON OR PRIOR TO THE CLOSING DATE, WHETHER PURSUANT
TO THE PROVISIONS OF COBRA OR OTHERWISE.
(E)
NO PROVISION OF THIS AGREEMENT SHALL CREATE ANY THIRD PARTY
BENEFICIARY RIGHTS IN ANY TRANSFERRING EMPLOYEE, ANY BENEFICIARY OR DEPENDENTS
THEREOF WITH RESPECT TO THE COMPENSATION, TERMS AND CONDITIONS OF EMPLOYMENT AND
BENEFITS THAT MAY BE PROVIDED TO ANY TRANSFERRING EMPLOYEE BY BUYER OR UNDER ANY
BENEFIT PLAN WHICH BUYER MAY MAINTAIN.
NO PROVISION OF THIS AGREEMENT SHALL
CONFER UPON ANY TRANSFERRING EMPLOYEE ANY RIGHT WITH RESPECT TO CONTINUED
EMPLOYMENT WITH BUYER OR ANY OF ITS AFFILIATES, NOR SHALL ANYTHING HEREIN
INTERFERE WITH THE RIGHT OF BUYER TO TERMINATE THE EMPLOYMENT OF ANY
TRANSFERRING EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE, NOR, EXCEPT AS
PROVIDED OTHERWISE IN SECTION 5.11(A), RESTRICT BUYER IN THE EXERCISE OF ITS
INDEPENDENT BUSINESS JUDGMENT IN MODIFYING ANY OF THE TERMS AND CONDITIONS OF
EMPLOYMENT, COMPENSATION AND/OR EMPLOYEE BENEFITS PROVIDED TO TRANSFERRING
EMPLOYEES.
5.12
DELIVERY AND OBJECTIONS TO TITLE AND SURVEY.
(A)
AS SOON AS REASONABLY PRACTICABLE, BUT IN NO EVENT LATER THAN TEN
(10) DAYS AFTER THE DATE HEREOF, SELLER SHALL REQUEST THE TITLE COMPANY TO
DELIVER TO BUYER FOR EACH OF THE
43
OWNED REAL PROPERTIES, (I) A CURRENT PRELIMINARY TITLE REPORT ISSUED BY THE
TITLE COMPANY; AND (II) LEGIBLE COPIES OF ALL DOCUMENTS REFERRED TO IN EACH
PRELIMINARY TITLE REPORT.
BUYER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION)
TO OBTAIN, AT BUYER'S SOLE COST AND EXPENSE, AND APPROVE, A NEW OR UPDATED ALTA
SURVEY OF EACH OF THE OWNED REAL PROPERTIES TO BE PREPARED BY A LICENSED
SURVEYOR OR ENGINEER HIRED BY BUYER (THE "SURVEYS").
IF BUYER ELECTS TO OBTAIN
ANY SUCH SURVEYS, THEN BUYER WILL CAUSE SUCH SURVEYS TO BE COMPLETED WITHIN
FORTY (40) DAYS AFTER THE DATE HEREOF.
THE DOCUMENTS REFERRED TO IN (I) - (II)
OF THIS SECTION 5.12(A) ARE COLLECTIVELY REFERRED TO AS THE "TITLE DOCUMENTS."
(B)
BUYER SHALL HAVE THE RIGHT TO REVIEW THE TITLE DOCUMENTS AND
OTHERWISE EXAMINE THE CONDITION OF THE TITLE TO EACH OF THE OWNED REAL
PROPERTIES DURING THE PERIOD WHICH IS TWENTY (20) DAYS FOLLOWING THE LATER OF
THE DATE ON WHICH (I) THE LAST OF THE TITLE DOCUMENTS HAVE BEEN DELIVERED TO
BUYER, OR (II) BUYER HAS RECEIVED THE LAST OF THE UPDATED OR NEW SURVEYS, AS THE
CASE MAY BE (HEREINAFTER REFERRED TO AS THE "TITLE INSPECTION PERIOD").
(C)
DURING THE TITLE INSPECTION PERIOD, SELLER SHALL REQUEST THE TITLE
COMPANY TO DELIVER TO BUYER AN ALTA "EXTENDED COVERAGE" SUPPLEMENTAL REPORT OR
REPORTS FOR EACH OF THE OWNED REAL PROPERTIES COVERED BY THE SURVEYS; PROVIDED
BUYER SHALL PAY ANY ADDITIONAL EXPENSE THEREFOR AND SATISFY ANY OTHER TITLE
COMPANY REQUIREMENTS FOR THE ISSUANCE THEREOF.