SUBSEQUENT TO THE DATE HEREOF, ISSUED BY A TITLE INSURANCE COMPANY
REASONABLY ACCEPTABLE TO PURCHASER, WHICH PRELIMINARY REPORT SHALL CONTAIN A
COMMITMENT OF SUCH TITLE INSURANCE COMPANY TO (I) ISSUE AN OWNER'S TITLE
INSURANCE POLICY ON ALTA
OWNER'S FORM (10-17-1992) INSURING PURCHASER AS TO THE
FEE SIMPLE TITLE IN EACH INSURED PARCEL IN AN AMOUNT SET FORTH IN SCHEDULE 6.01
AND SUBJECT ONLY TO, (A) PERMITTED EXCEPTIONS, (B) SUCH OTHER MINOR ENCUMBRANCES
OR IMPERFECTIONS, IF ANY, WHICH ARE NOT SUBSTANTIAL IN NATURE OR AMOUNT AND
WHICH DO NOT DETRACT FROM THE VALUE OF SUCH PARCELS OF REAL ESTATE AS PRESENTLY
USED OR IMPAIR THE OPERATIONS OF THE FACILITY; AND (C) SUCH OTHER MATTERS AS MAY
BE DISCLOSED IN SCHEDULE 6.01 OR CONSENTED TO IN WRITING BY PURCHASER (CLAUSES
(A), (B) AND (C) ARE COLLECTIVELY REFERRED TO AS "PERMITTED REAL ESTATE
EXCEPTIONS"); AND (II) AFFIRMATIVELY INSURE THAT EACH SUCH PARCEL OF REAL ESTATE
ADJOINS A PUBLIC ROAD OR HIGHWAY AND THAT ENTRANCE TO AND EXIT FROM SUCH
PREMISES MAY BE HAD VIA SUCH PUBLIC ROAD OR HIGHWAY; AND
(B)
ALTA/ACSM LAND TITLE SURVEYS CERTIFIED TO PURCHASER AND THE TITLE
COMPANY BY A REGISTERED LAND SURVEYOR (REGISTERED IN THE JURISDICTION WHERE THE
PROPERTY IS LOCATED) AND PREPARED IN
16
CONFORMITY WITH MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE
SURVEYS JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005, AS OF A DATE
SUBSEQUENT TO THE DATE HEREOF, OF EACH INSURED PARCEL.
(C)
THE COSTS AND EXPENSES OF THE TITLE INSURANCE POLICIES REFERRED TO
IN SECTION 6.01(A) OF THIS AGREEMENT AND THE SURVEYS REFERRED TO IN SECTION
6.01(B) OF THIS AGREEMENT, SHALL BE PAID BY PURCHASER, WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT ARE CONSUMMATED.
ARTICLE VII
WARRANTIES AND REPRESENTATIONS OF SELLER
Seller warrants and represents to Purchaser as follows:
7.01
ORGANIZATION AND GOOD STANDING.
SELLER IS A LIMITED LIABILITY
COMPANY DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF OHIO.
SELLER IS DULY QUALIFIED TO TRANSACT BUSINESS AND IS IN GOOD
STANDING IN EACH JURISDICTION WHERE SUCH QUALIFICATION IS NECESSARY, EXCEPT
WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
7.02
AUTHORITY.
SELLER HAS THE RIGHT AND POWER TO ENTER INTO, AND
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; AND HAS TAKEN ALL REQUISITE ACTION
TO AUTHORIZE ITS EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF
ITS OBLIGATIONS UNDER THIS AGREEMENT; AND THIS AGREEMENT HAS BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY SELLER AND IS BINDING UPON, AND
ENFORCEABLE AGAINST, SELLER IN ACCORDANCE WITH ITS TERMS; EXCEPT AS SUCH
ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER SIMILAR LAWS AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
BY GENERAL PRINCIPLES OF EQUITY (WHETHER APPLIED IN A PROCEEDING AT LAW OR IN
EQUITY).
7.03
NO VIOLATIONS AND CONSENTS.
(A)
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY SELLER DOES NOT AND WILL NOT, AFTER THE