COVERAGE ENDORSEMENT"
INSURING OVER THE GENERAL EXCEPTIONS CONTAINED CUSTOMARILY IN SUCH POLICIES,
(III) CONTAIN AN ALTA ZONING ENDORSEMENT 3.1 (OR EQUIVALENT), (IV) CONTAIN AN
ENDORSEMENT INSURING THAT THE INSURED PROPERTIES DESCRIBED IN THE TITLE
INSURANCE POLICY IS THE SAME REAL ESTATE AS SHOWN ON THE SURVEY DELIVERED WITH
RESPECT TO SUCH REAL PROPERTY, (V) CONTAIN AN ENDORSEMENT INSURING THAT EACH
STREET ADJACENT TO THE REAL PROPERTY IS A PUBLIC STREET AND THAT THERE IS DIRECT
AND UNENCUMBERED PEDESTRIAN AND VEHICULAR ACCESS TO SUCH STREET FROM THE REAL
PROPERTY, (VI) IF THE REAL PROPERTY CONSISTS OF MORE THAN ONE RECORD PARCEL,
CONTAIN A "CONTIGUITY" ENDORSEMENT INSURING THAT ALL THE RECORD PARCELS ARE
CONTIGUOUS TO ONE ANOTHER, (VII) CONTAIN A TAX PARCEL ENDORSEMENT,
(VIII) CONTAIN A "NON IMPUTATION" ENDORSEMENT TO THE EFFECT THAT TITLE DEFECTS
KNOWN TO THE OFFICERS, DIRECTORS, AND STOCKHOLDERS OF THE OWNER PRIOR TO THE
CLOSING SHALL NOT BE DEEMED "FACTS KNOWN TO THE INSURED" FOR PURPOSES OF THE
POLICY, (IX) CONTAIN AN ALTA FORM 9.2 COMPREHENSIVE ENDORSEMENT AND (X) CONTAIN
AN ENDORSEMENT INSURING AGAINST LOSS OR DAMAGE SUSTAINED BY THE NON-AVAILABILITY
OF UTILITIES. THE INSURANCE PREMIUM AND OTHER COSTS FOR EACH TITLE POLICY SHALL
BE A TRANSACTION EXPENSE. THE INABILITY OF THE TITLE COMPANY TO ISSUE A ZONING
ENDORSEMENT ON A TITLE COMMITMENT DUE TO A LEGAL NON-CONFORMING USE OF SUCH
PROPERTY SHALL NOT BE GROUNDS FOR OBJECTION BY BUYER SO LONG AS THE INABILITY OF
THE TITLE COMPANY TO ISSUE SUCH AN ENDORSEMENT IS DUE TO IMMATERIAL
NON-COMPLIANCE WITH APPLICABLE ZONING LAWS AND REGULATIONS.
C.
NO LATER THAN FOURTEEN (14) BUSINESS
DAYS PRIOR TO THE CLOSING DATE, THE SELLERS SHALL USE REASONABLE EFFORTS TO
CAUSE THE COMPANY TO FURNISH TO BUYER COPIES OF A SURVEY OF EACH INSURED
PROPERTY ("SURVEY") PREPARED BY A LAND SURVEYOR LICENSED IN THE STATE IN WHICH
THE INSURED PROPERTY IS LOCATED AND PREPARED IN ACCORDANCE WITH THE MINIMUM
STANDARD DETAIL REQUIREMENTS FOR LAND TITLE SURVEYS AS MOST
42
RECENTLY ADOPTED BY THE AMERICAN LAND TITLE ASSOCIATION, THE AMERICAN CONGRESS
ON SURVEYING AND MAPPING, AND THE NATIONAL SOCIETY OF PROFESSIONAL SURVEYORS
(2005), INCLUDING THE FOLLOWING TABLE A OPTIONAL REQUIREMENTS: 1, 2, 3, 4, 6,
7(A), 7(B)(1), 7(B)(2), 7(C), 8, 9, 10, 11(A), 13, 14, AND 17, AND WITHOUT
LIMITING THE FOREGOING, IS CERTIFIED TO THE COMPANY OR EITHER SUBSIDIARY AND THE
TITLE COMPANY, AND IS IN A FORM AND HAS BEEN CERTIFIED AS OF A DATE SATISFACTORY
TO THE TITLE COMPANY TO DELETE STANDARD SURVEY EXCEPTIONS FROM THE TITLE
COMMITMENT.
EACH SURVEY WILL BE APPROVED BY BUYER PRIOR TO THE CLOSING DATE
PROVIDED THAT THE SURVEYS DO NOT SHOW ANY DEFECTS, ENCROACHMENTS OR ENCUMBRANCES
THAT WOULD MATERIALLY AFFECT THE ORDINARY AND NORMAL OPERATION OF ANY OF THE
SUBJECT PROPERTIES CONSISTENT WITH HISTORICAL PRACTICES. THE COST AND EXPENSE OF
THE SURVEYS SHALL NOT BE A TRANSACTION EXPENSE.
6.10
Confidentiality; Publicity.
Except as may be
required by law, the SEC or the NASDAQ Global Select Stock Market or as
otherwise permitted or expressly contemplated