have
cured any misrepresentation or breach of warranty that otherwise might have
existed by reason of the development.
19
ARTICLE 7
COVENANTS OF THE BUYER AND THE SELLER
7.1
ACCESS TO INFORMATION, INSPECTIONS.
(A)
ACCESS TO SELLER. DURING THE PERIOD FROM
THE DATE OF THIS AGREEMENT THROUGH THE CLOSING DATE, UPON THE TERMS AND
CONDITIONS REQUIRED BY SELLER (INCLUDING ANY BIO-SECURITY PROTOCOLS) AND UPON
REASONABLE ADVANCE NOTICE RECEIVED FROM THE BUYER, THE SELLER SHALL GIVE THE
BUYER AND ITS AUTHORIZED REPRESENTATIVES REASONABLE ACCESS DURING REGULAR
BUSINESS HOURS, TO ALL PROPERTIES, OFFICES, FACILITIES, AND BOOKS AND RECORDS OF
THE SELLER RELATING TO THE BUSINESS, THE ACCESS TO BE EXERCISED IN A MANNER THAT
DOES NOT UNREASONABLY INTERFERE WITH THE SELLER'S OPERATIONS OR RESULT IN A
BREACH OF CONFIDENTIALITY UNDER THIS AGREEMENT.
(B)
ACCESS TO INFORMATION POST CLOSING. BUYER
ACKNOWLEDGES THAT SELLER MAY NEED ACCESS TO INFORMATION RELATING TO THE BUSINESS
ACQUIRED BY BUYER AFTER THE CLOSING DATE. SELLER ACKNOWLEDGES THAT BUYER MUST
MAINTAIN BIOSECURITY AT THE FACILITIES AND CONFIDENTIALITY OF THE BUSINESS
OPERATION INFORMATION. RECOGNIZING THE CONCERNS OF BUYER AND SELLER, THE PARTIES
AGREE THAT UPON REASONABLE REQUEST BY SELLER'S PARENT, LAND O'LAKES, INC., BUYER
SHALL, AT AND AFTER THE CLOSING, PROVIDE, AT LAND O'LAKES, INC.'S COST,
REQUESTED INFORMATION ABUT THE BUSINESS REASONABLY NECESSARY TO DETERMINE ANY
MATTER RELATING TO OR ARISING DURING THE PERIOD ENDING ON OR BEFORE THE CLOSING
DATE. IF BUYER CANNOT, OR CHOOSES NOT TO, PROVIDE THE REQUESTED INFORMATION,
THEN UPON REQUEST OF LAND O'LAKES, INC., BUYER SHALL GRANT LAND O'LAKES, INC. OR
ITS AGENTS (PROVIDING THE AGENTS ARE NOT EMPLOYED OR AFFILIATED WITH A
COMPETITOR OF THE BUYER AND THE AGENTS ARE SUBJECT TO CONFIDENTIALITY
RESTRICTIONS IN THE SAME MANNER AS LAND O'LAKES, INC.) ACCESS TO THE BOOKS AND
RECORDS OF THE BUSINESS AND, IF NECESSARY, THE EMPLOYEES AND PROPERTIES OF THE
BUSINESS ON TERMS AND CONDITIONS REASONABLY ESTABLISHED BY BUYER TO PROTECT
BIOSECURITY, CONFIDENTIALITY, AND IN A MANNER THAT DOES NOT UNREASONABLY
INTERFERE WITH BUYER'S OPERATIONS. BUYER SHALL NOTIFY LAND O'LAKES, INC. OF ITS
RECORD RETENTION AND DESTRUCTION POLICY. IF LAND O'LAKES, INC. DESIRES RECORDS
THAT ARE SCHEDULED TO BE DESTROYED, IT SHALL NOTIFY BUYER AT LEAST 30 DAYS PRIOR
TO THE DESTRUCTION DATE AND BUYER SHALL PROVIDE COPIES TO LAND O'LAKES, INC.
UPON LAND O'LAKES, INC.'S AGREEING TO PAY FOR THE REASONABLE DUPLICATION
EXPENSES; PROVIDED, HOWEVER, BUYER AGREES NOT TO DESTROY ANY BOOKS AND RECORDS
RECEIVED FROM SELLER HEREUNDER DURING THE ONE YEAR PERIOD FOLLOWING THE CLOSING
DATE.
7.2
TITLE EVIDENCE, CLOSING FEES AND PRORATION OF
UTILITIES.
(A)
TITLE COMMITMENT. AS EVIDENCE OF TITLE TO
THE OWNED REAL PROPERTY, AND FOR INFORMATIONAL PURPOSES AS TO THE LEASED REAL
PROPERTY, THE SELLER HAS CAUSED TO BE PREPARED AND DELIVERED TO THE BUYER AT THE
SELLER'S EXPENSE, A COMMITMENT OR PRELIMINARY TITLE REPORT FOR THE APPLICABLE
CALIFORNIA PROPERTIES (A "TITLE COMMITMENT") FROM FIRST AMERICAN TITLE COMPANY
(THE "TITLE COMPANY") TOGETHER WITH COPIES OF ALL EXCEPTION DOCUMENTS, TO ISSUE
TO THE BUYER AT CLOSING AN OWNER'S