JURISDICTION IN WHICH A FILING WOULD BE REQUIRED IN ORDER TO PERFECT A SECURITY
INTEREST IN THE ASSETS, THE CLERK OR RECORDER OF DEEDS (OR OTHER GOVERNMENTAL
OFFICE WHERE REAL PROPERTY DOCUMENTS ARE FILED FOR RECORDING) OF EACH COUNTY IN
WHICH ANY FACILITY IS LOCATED AND WHEREVER ELSE SELLERS OR BUYER, BASED UPON ITS
INVESTIGATION, IS AWARE THAT A UNIFORM COMMERCIAL CODE FINANCING STATEMENT
RELATING TO ANY OF THE ASSETS HAS BEEN FILED, TOGETHER WITH SUCH RELEASES,
TERMINATION STATEMENTS AND OTHER DOCUMENTS AS MAY BE NECESSARY TO PROVIDE
REASONABLE EVIDENCE THAT ALL ITEMS OF INTANGIBLE PERSONAL PROPERTY, TANGIBLE
PERSONAL PROPERTY AND FIXTURES TO BE SOLD UNDER THIS AGREEMENT ARE FREE AND
CLEAR OF ENCUMBRANCES, OTHER THAN AS PERMITTED UNDER THIS AGREEMENT.
(B)
EACH TITLE COMMITMENT SHALL INCLUDE THE
TITLE INSURER'S REQUIREMENTS FOR ISSUING ITS TITLE POLICY, WHICH REQUIREMENTS
SHALL BE MET BY SELLERS ON OR BEFORE THE DATE OF CLOSING (INCLUDING THOSE
REQUIREMENTS THAT MUST BE MET BY RELEASING OR SATISFYING MONETARY ENCUMBRANCES,
BUT EXCLUDING ENCUMBRANCES THAT WILL REMAIN AFTER CLOSING AND THOSE REQUIREMENTS
THAT ARE TO BE MET SOLELY BY BUYER).
(C)
IF ANY OF THE FOLLOWING SHALL OCCUR
(COLLECTIVELY, A "TITLE OBJECTION"):
(I)
ANY TITLE COMMITMENT OR OTHER EVIDENCE
OF TITLE OR SEARCH OF THE APPROPRIATE REAL ESTATE RECORDS DISCLOSES THAT ANY
PARTY OTHER THAN SELLER HAS TITLE TO THE INSURED ESTATE COVERED BY THE TITLE
COMMITMENT;
(II)
ANY TITLE EXCEPTION IS DISCLOSED IN
SCHEDULE B TO ANY TITLE COMMITMENT THAT IS NOT ONE OF THE PERMITTED REAL ESTATE
ENCUMBRANCES OR ONE THAT SELLERS SPECIFY WHEN DELIVERING THE TITLE COMMITMENT TO
BUYER AS ONE THAT SELLERS WILL CAUSE TO BE DELETED FROM THE TITLE COMMITMENT
CONCURRENTLY WITH THE CLOSING, INCLUDING (A) ANY EXCEPTIONS THAT PERTAIN TO
ENCUMBRANCES SECURING ANY LOANS THAT DO NOT CONSTITUTE AN ASSUMED LIABILITY AND
(B) ANY EXCEPTIONS THAT BUYER REASONABLY BELIEVES COULD MATERIALLY AND ADVERSELY
AFFECT BUYER'S USE AND ENJOYMENT OF THE OWNED PROPERTY DESCRIBED THEREIN
49
IN THE MANNER IN WHICH SUCH OWNED PROPERTY WAS USED AND ENJOYED IN THE CONDUCT
OF THE BUSINESS PRIOR TO CLOSING; OR
(III)
ANY SURVEY DISCLOSES ANY MATTER THAT BUYER
REASONABLY BELIEVES COULD MATERIALLY AND ADVERSELY AFFECT BUYER'S USE AND
ENJOYMENT OF THE OWNED PROPERTY DESCRIBED THEREIN IN THE MANNER IN WHICH SUCH
OWNED PROPERTY WAS USED AND ENJOYED IN THE CONDUCT OF THE BUSINESS PRIOR TO
CLOSING, THEN BUYER SHALL NOTIFY PARENT IN WRITING ("BUYER'S NOTICE") OF SUCH
MATTERS WITHIN TEN (10) BUSINESS DAYS AFTER RECEIVING ALL OF THE TITLE
COMMITMENT, SURVEY AND COPIES OF RECORDED DOCUMENTS FOR THE FACILITY COVERED
THEREBY.
(D)
SELLERS SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO CURE EACH TITLE OBJECTION AND TAKE ALL STEPS REQUIRED BY THE TITLE
INSURER TO ELIMINATE EACH TITLE OBJECTION AS AN EXCEPTION TO THE TITLE
COMMITMENT. ANY TITLE OBJECTION THAT THE TITLE COMPANY IS WILLING TO INSURE OVER
ON TERMS ACCEPTABLE TO SELLERS AND BUYER IS HEREIN REFERRED TO AS AN "INSURED
EXCEPTION." THE INSURED EXCEPTIONS, TOGETHER WITH ANY TITLE EXCEPTION OR MATTERS
DISCLOSED BY THE