THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
(B)
NO DIVESTITURE REQUIRED.
NOTWITHSTANDING
THE FOREGOING, NONE OF SELLER OR PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES
SHALL BE REQUIRED TO DIVEST THEMSELVES OF ANY MATERIAL ASSETS.
7.04
COMMERCIALLY REASONABLE EFFORTS.
FROM THE
EFFECTIVE DATE UNTIL THE CLOSING DATE, SUBJECT TO THE TERMS AND CONDITIONS
HEREIN PROVIDED, INCLUDING THOSE CONTAINED IN SECTION 7.03, SELLER AND PURCHASER
AGREE TO USE ALL COMMERCIALLY REASONABLE EFFORTS TO TAKE, OR CAUSE TO BE TAKEN,
ALL ACTIONS AND TO DO, OR CAUSE TO BE DONE, ALL THINGS NECESSARY, PROPER OR
ADVISABLE TO CONSUMMATE AND MAKE EFFECTIVE AS PROMPTLY AS PRACTICABLE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND TO COOPERATE WITH THE OTHER IN
CONNECTION WITH THE FOREGOING, INCLUDING USING ALL COMMERCIALLY REASONABLE
EFFORTS:
(A)
TO OBTAIN, AND TO COOPERATE WITH THE OTHER
PARTY IN OBTAINING, ALL NECESSARY WAIVERS, CONSENTS, RELEASES AND APPROVALS,
INCLUDING ALL AUTHORIZATIONS, CONSENTS, ORDERS AND APPROVALS OF ANY GOVERNMENTAL
AUTHORITY THAT ARE LISTED ON SECTION 4.01(D) OF THE DISCLOSURE SCHEDULE;
(B)
TO LIFT OR RESCIND ANY INJUNCTION OR
RESTRAINING ORDER OR OTHER ORDER ADVERSELY AFFECTING THE ABILITY OF THE PARTIES
HERETO TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY;
(C)
TO EFFECT ALL NECESSARY REGISTRATIONS AND
FILINGS AND SUBMISSIONS OF INFORMATION REQUESTED BY ANY GOVERNMENTAL AUTHORITY;
AND
(D)
TO FULFILL ALL CONDITIONS TO THIS AGREEMENT.
7.05
TITLE.
(A)
TITLE COMMITMENT.
AS SOON AS IS
PRACTICABLE, AND IN ANY EVENT WITHIN TEN (10) DAYS AFTER THE EFFECTIVE DATE,
SELLER SHALL CAUSE THE TITLE COMPANY TO DELIVER TO PURCHASER A COMMITMENT FOR
TITLE INSURANCE (INCLUDING ALL CORRESPONDING EXCEPTION DOCUMENTS) ISSUED BY THE
TITLE COMPANY FOR THE REAL PROPERTY ("TITLE COMMITMENT") AND SELLER SHALL
PROVIDE PURCHASER WITH FULL ACCESS TO ALL COPIES OF EXISTING SURVEYS IN SELLER'S
POSSESSION OR CONTROL.
PURCHASER SHALL HAVE UNTIL THE NON-ENVIRONMENTAL DUE
DILIGENCE DEADLINE TO OBJECT IN WRITING TO ANY TITLE DEFECT DISCLOSED IN THE
TITLE COMMITMENT AND THE EXISTING SURVEYS; PROVIDED THAT PURCHASER'S
33
REMEDY FOR ANY TITLE DEFECT CONCERNING THE NUMBER OF ACRES INCLUDED IN THE REAL
PROPERTY IS LIMITED TO A REDUCTION IN THE PURCHASE PRICE AS SPECIFIED IN SECTION
2.04(B).
IN ADDITION, PURCHASER SHALL HAVE TEN (10) DAYS FROM THE DATE ON WHICH
PURCHASER HAS RECEIVED A NEW SURVEY TO OBJECT TO ANY TITLE DEFECT DISCLOSED IN
THE NEW SURVEY.
IF PURCHASER FAILS TO TIMELY PROVIDE SUCH NOTICE, ALL MATTERS
SHOWN ON, AND ALL DOCUMENTS REFERRED TO IN THE TITLE COMMITMENT, THE EXISTING
SURVEYS AND THE NEW SURVEYS SHALL BE DEEMED PERMITTED EXCEPTIONS, AND PURCHASER
SHALL HAVE NO FURTHER RIGHT TO OBJECT TO SUCH MATTERS OR DOCUMENTS.
ANY TITLE
DEFECTS OBJECTED TO BY PURCHASER IN ACCORDANCE WITH THIS SECTION 7.05(A) SHALL
BE REFERRED TO HEREIN AS THE "TITLE OBJECTIONS".
(B)
EFFECT OF TITLE OBJECTIONS.
IF THE
AGGREGATE COST TO REMOVE OR CURE ALL TITLE OBJECTIONS IS EQUAL TO OR LESS THAN
$1,000,000, SELLER WILL NOT HAVE ANY OBLIGATION TO REMOVE OR CURE SUCH TITLE
OBJECTIONS AND THERE SHALL BE NO DECREASE IN THE PURCHASE PRICE AS A RESULT OF
SUCH