TITLE INSURANCE POLICY (FOR OWNED REAL
PROPERTY ONLY), SUBJECT TO ANY EASEMENTS AND ENCROACHMENTS AND OTHER
ENCUMBRANCES DISCLOSED BY THE TITLE COMMITMENTS. BUYER ALSO HAS OBTAINED LAND
SURVEYS FOR THE OWNED REAL PROPERTY AND LEASE REAL PROPERTY. BUYER, AND BUYER'S
LENDERS, HAVE REVIEWED THE STATUS OF THE OWNED REAL PROPERTY AND THE LEASE REAL
PROPERTY AND BUYER HEREBY ACCEPTS THE CONDITION OF THE OWNED REAL PROPERTY AND
THE LEASED REAL PROPERTY EXCEPT THAT SELLER AGREES THAT IT SHALL ADDRESS, ON OR
BEFORE CLOSING,
20
THE ITEMS LISTED ON SCHEDULE 7.2(A), ATTACHED HERETO, WHICH HAS SEPARATELY BEEN
AGREED TO BY BUYER AND SELLER.
(B)
TITLE FEES AND COSTS. ALL FEES CHARGED BY
THE TITLE COMPANY FOR THE TITLE COMMITMENT SHALL BE PAID BY SELLER. THE BUYER
SHALL PAY ALL COSTS TO RECORD THE GENERAL WARRANTY DEEDS, INCLUDING PAYMENT OF
ANY TRANSFER TAX, AND THE COSTS FOR THE FINAL TITLE POLICY AND ENDORSEMENTS.
(C)
UTILITY CHARGES. ALL UTILITY CHARGES,
INCLUDING GAS, OIL, ELECTRICITY, TELEPHONE, SEWER AND WATER, PERTAINING TO THE
PURCHASED ASSETS SHALL BE PRORATED BETWEEN SELLER AND BUYER AS OF THE CLOSING
DATE AND SETTLED OUTSIDE OF CLOSING; AND ACCORDINGLY, THE PORTION OF ANY
INVOICES FOR UTILITY CHARGES RECEIVED FOLLOWING THE CLOSING DATE WHICH HAVE
ACCRUED UP TO AND INCLUDING THE CLOSING DATE SHALL BE FOR SELLER'S ACCOUNT, AND
PAID FOR OR REIMBURSED BY SELLER TO BUYER WITH FIVE (5) BUSINESS DAYS OF RECEIPT
AND WRITTEN NOTICE TO SELLER, AND ANY INVOICES FOR UTILITY CHARGES WHICH ACCRUE
AFTER THE CLOSING DATE SHALL BE FOR BUYER'S ACCOUNT.
7.3
Motor Vehicles. The Seller shall take all
actions and prepare all documents necessary to effect the transfer to the Buyer
of all motor vehicle registrations pertaining to automobiles, trucks, and other
motor vehicles of whatever kind used in the Business in compliance with the
motor vehicle registration and other applicable Laws of any jurisdictions where
such motor vehicles are registered. All transfer taxes related to the sale of
motor vehicles in connection with the consummation of the Contemplated
Transactions shall be borne by the Buyer.
7.4
TAX MATTERS.
(A)
PROPERTY TAXES. AT THE CLOSING, ALL STATE
AND LOCAL REAL AND PERSONAL PROPERTY TAXES, TONNAGE TAXES, AD VALOREM AND
SIMILAR TAXES AND ASSESSMENTS ("PROPERTY TAXES") WHICH ARE PAST DUE OR HAVE
BECOME DUE AND PAYABLE IN THE NORMAL COURSE OF BUSINESS UPON ANY OF THE
PURCHASED ASSETS ON OR BEFORE THE EFFECTIVE TIME SHALL BE PAID BY THE SELLER
TOGETHER WITH ANY PENALTY OR INTEREST. ALL PROPERTY TAXES IMPOSED BY ANY TAX
AUTHORITY WITH RESPECT TO THE PURCHASED ASSETS THAT HAVE BEEN PAID OR ARE DUE
AND PAYABLE WITH RESPECT TO A TAXABLE PERIOD BEGINNING BEFORE THE EFFECTIVE TIME
AND ENDING AFTER THE EFFECTIVE TIME (TAKING INTO ACCOUNT WHETHER THE PROPERTY
TAXES ARE PAYABLE IN ADVANCE OR IN ARREARS) SHALL BE APPORTIONED BETWEEN:
(1) THE PERIOD BEGINNING BEFORE AND ENDING AT THE EFFECTIVE TIME (THE
"PRE-TRANSFER PERIOD"); AND (2) THE PERIOD BEGINNING ON THE DAY IMMEDIATELY
AFTER THE EFFECTIVE TIME AND ENDING ON THE