DAYS PRIOR TO THE
CLOSING, A SURVEY FOR EACH CBC 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
CBC TITLE COMPANY MAY REQUIRE AS A CONDITION TO DELETING STANDARD OR GENERAL
EXCEPTIONS OR THE REMOVAL OF ANY SURVEY EXCEPTIONS FROM THE CBC TITLE POLICIES,
AND CERTIFIED TO THE PARTIES AND THE CBC TITLE COMPANY, IN A FORM SATISFACTORY
TO EACH OF SUCH PARTIES (THE "CBC SURVEYS").
THE CBC 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 CBC
TITLE COMPANY WILL ISSUE A FURTHER ASSURANCE ENDORSEMENT WITH RESPECT TO SUCH
DEFECT, INSURED OVER TO MILLER'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 COORS BUSINESS AS CONDUCTED AT
85
THE PERTINENT CBC REAL PROPERTY ON THE DATE OF THE PERTINENT CBC SURVEY.
MCBC
OR CBC SHALL PAY ALL FEES, COSTS AND EXPENSES WITH RESPECT TO THE CBC SURVEYS.
(G)
MCBC OR CBC SHALL HAVE OBTAINED AND
DELIVERED TO MILLER AN ESTOPPEL CERTIFICATE WITH RESPECT TO EACH OF THE CBC
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.
ARTICLE IX
SURVIVAL AND INDEMNIFICATION
SECTION 9.01
SURVIVAL
The representations and warranties contained in this Agreement shall survive
indefinitely except to the extent of any time limitations specified in
Section 9.07(a).
The covenants and agreements set forth in this Agreement shall
survive for the period contemplated by such covenants and agreements, or if no
period is so contemplated, indefinitely.
SECTION 9.02
INDEMNIFICATION BY MCBC AND CBC
Subject to the limitations contained in Section 9.07, MCBC and CBC hereby agree
to jointly and severally indemnify and hold harmless the Company and its
successors, assigns and Affiliates (and its and their respective directors,
officers, employees, agents and representatives) (collectively, "Indemnitees")
from and against any and all claims, damages, liabilities, injuries, demands,
settlements, judgments, awards, penalties, Taxes, fees, fines, Liens, losses or
other obligations whatsoever,