(and the Equity Owners will not cause or permit any
Seller to) (i) solicit, initiate, or encourage the submission of any proposal or
offer from any Person relating to the acquisition of any equity interest or
other voting securities, or any substantial portion of the assets, of the
Acquired Companies (including any acquisition structured as a liquidation,
merger, consolidation, recapitalization, joint venture, strategic alliance, or
share exchange), (ii) enter into any agreement or commitment (whether or not
binding) with respect to any of the foregoing, or (iii) participate in any
discussions or negotiations regarding, furnish any information with respect to,
assist or participate in, or facilitate in any other manner any effort or
attempt by any Person to do or seek any of the foregoing. No Seller will vote
their equity interest in favor of any such acquisition. Each Seller will notify
Buyer promptly if any Person makes any proposal, offer, inquiry, or contact with
respect to any of the foregoing.
6.7
[Reserved]
6.8
Leases.
The Sellers will not cause or permit
any Company Real Estate Lease to be amended, modified, extended, renewed or
terminated, except to the extent contemplated by this Agreement, nor shall the
Sellers permit any Acquired Company to enter into any new lease, sublease,
license or other agreement for the use or occupancy of any real property,
without the prior written consent of Buyer.
6.9
Title Insurance and Surveys.
A.
WITHIN FOURTEEN (14) BUSINESS DAYS FROM
THE DATE HEREOF, THE SELLERS SHALL USE REASONABLE EFFORTS TO CAUSE THE COMPANY
TO FURNISH TO BUYER CURRENT TITLE COMMITMENTS (COLLECTIVELY, THE "TITLE
COMMITMENTS") ISSUED BY CHICAGO TITLE
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INSURANCE COMPANY (THE "TITLE COMPANY") TOGETHER WITH COPIES OF ALL EXCEPTIONS
TO TITLE REFERENCED THEREIN. SELLERS SHALL USE REASONABLE EFFORTS TO CAUSE THE
TITLE COMMITMENTS TO SET FORTH THE STATE OF TITLE OF THE OWNED REAL PROPERTY AND
THE LEASED REAL PROPERTY (TOGETHER WITH THE OWNED REAL PROPERTY, THE "INSURED
PROPERTY"), TOGETHER WITH ALL EXCEPTIONS OR CONDITIONS TO SUCH TITLE, INCLUDING,
WITHOUT LIMITATION, ALL EASEMENTS, RESTRICTIONS, RIGHTS-OF-WAY, COVENANTS,
RESERVATIONS, AND ALL OTHER ENCUMBRANCES AFFECTING THE INSURED PROPERTIES, WHICH
WOULD APPEAR IN AN OWNER'S OR LEASEHOLD OWNERS' TITLE POLICY, IF ISSUED.
B.
SELLERS SHALL USE REASONABLE EFFORTS TO
CAUSE THE TITLE COMMITMENTS TO CONTAIN THE EXPRESS COMMITMENT OF THE TITLE
COMPANY TO ISSUE ONE OR MORE OWNERS' OR LEASEHOLD OWNERS' TITLE POLICIES (THE
"TITLE POLICIES") TO THE COMPANY ON THE CURRENT ALTA FORM 2006 IN AMOUNTS AS
BUYER MAY DETERMINE NOT IN EXCESS OF THE FAIR MARKET VALUE OF THE REAL PROPERTY
INSURED THEREUNDER (INCLUDING ALL IMPROVEMENTS LOCATED THEREON), SUBJECT TO THE
PERMITTED ENCUMBRANCES. SELLERS SHALL USE REASONABLE EFFORTS TO CAUSE EACH TITLE
POLICY DELIVERED PURSUANT TO THIS AGREEMENT TO, AT BUYER'S ELECTION, AND TO THE
EXTENT LEGALLY PERMISSIBLE AND COMMERCIALLY AVAILABLE, (I) INSURE TITLE TO THE
INSURED PROPERTIES AND ALL RECORDED EASEMENTS BENEFITING SUCH INSURED PROPERTIES
AS OF THE DATE OF CLOSING OR THE RECORDING OF ANY SUBSEQUENT DEED OR ARTICLE OF
MERGER, WHICHEVER OCCURS LAST, (II) CONTAIN AN "EXTENDED