permitted herein, between the date of this
Agreement and the Closing Date, each Seller shall not, and shall not permit any
Purchased Subsidiary to, without the prior written Consent of Buyer, (a) take
any affirmative action, or fail to take any reasonable action within its
control, as a result of which any of the changes or events listed in Section
3.16 would occur or be reasonably likely to occur; or (b) make any modification
to any material Seller Contract or Governmental Authorization outside the
ordinary course of business.
6.4
CURRENT EVIDENCE OF TITLE
(A)
AS SOON AS IS REASONABLY POSSIBLE, SELLERS
SHALL FURNISH TO BUYER FOR EACH PARCEL, TRACT OR SUBDIVIDED LAND LOT OF OWNED
PROPERTY:
(I)
FROM STEWART TITLE COMPANY AND ITS
AFFILIATES (THE "TITLE INSURER"):
(A)
TITLE INSURANCE POLICY COMMITMENTS ISSUED BY
THE TITLE INSURER TO INSURE TITLE TO ALL OWNED PROPERTY IN THE AMOUNT OF THAT
PORTION OF THE PURCHASE PRICE ALLOCATED TO THE OWNED PROPERTY, AS SPECIFIED IN
THE ALLOCATION SCHEDULE, COVERING SUCH OWNED PROPERTY, NAMING BUYER AS THE
PROPOSED INSURED AND HAVING AN EFFECTIVE DATE AFTER THE DATE OF THIS AGREEMENT,
WHEREIN THE TITLE INSURER SHALL AGREE TO ISSUE AN ALTA 1992 (OR, IN THE CASE OF
OWNED PROPERTY LOCATED IN TEXAS, A TLTA) FORM OWNER'S POLICY OF TITLE INSURANCE
(EACH A "TITLE COMMITMENT"); AND
(B)
COMPLETE AND LEGIBLE COPIES OF ALL RECORDED
DOCUMENTS LISTED AS SCHEDULE B-1 MATTERS TO BE TERMINATED OR SATISFIED IN ORDER
TO ISSUE THE POLICY DESCRIBED IN THE TITLE COMMITMENT OR AS SPECIAL SCHEDULE B-2
EXCEPTIONS THEREUNDER (THE "RECORDED DOCUMENTS"); AND
(II)
A SURVEY OF THE OWNED PROPERTY MADE AFTER
THE DATE OF THIS AGREEMENT BY A LAND SURVEYOR LICENSED BY THE STATE IN WHICH THE
OWNED PROPERTY IS LOCATED AND BEARING A CERTIFICATE, SIGNED AND SEALED BY THE
SURVEYOR, CERTIFYING TO BUYER AND THE TITLE INSURER THAT:
48
(A)
SUCH SURVEY WAS MADE IN ACCORDANCE WITH
"MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS," JOINTLY
ESTABLISHED AND ADOPTED BY ALTA AND ACSM IN 1999, AND INCLUDES ITEMS 1 (UNLESS
THE INCLUSION OF SUCH ITEM FOR A SURVEY PLAT WOULD CAUSE A NECESSITY TO REPLAT
THE PROPERTY WITH THE APPROPRIATE GOVERNMENTAL AUTHORITIES), 2-4, 6, 7(A),
7(B)(1), 7(C), 8-11(A) AND 13 OF TABLE A THEREOF; AND
(B)
SUCH SURVEY REFLECTS THE LOCATIONS OF ALL
BUILDING LINES, EASEMENTS AND AREAS AFFECTED BY ANY RECORDED DOCUMENTS AFFECTING
SUCH OWNED PROPERTY AS DISCLOSED IN THE TITLE COMMITMENT (IDENTIFIED BY ISSUER,
COMMITMENT NUMBER, AND AN EFFECTIVE DATE AFTER THE DATE HEREOF) AS WELL AS ANY
ENCROACHMENTS ONTO THE OWNED PROPERTY OR BY THE IMPROVEMENTS ONTO ANY EASEMENT
AREA OR ADJOINING PROPERTY (EACH A "SURVEY"); AND
(III)
COMPLETE AND CURRENT SEARCHES IN THE NAME OF
SELLERS AND OTHER APPROPRIATE PARTIES OF ALL UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS RECORDS MAINTAINED BY THE SECRETARY OF STATE OF THE STATES IN WHICH
ANY SELLER IS INCORPORATED, THE STATE IN WHICH ANY SELLER MAINTAINS ITS
PRINCIPAL PLACE OF BUSINESS, EACH STATE IN WHICH A FACILITY IS LOCATED, EACH