EXECUTED BY SELLER;
(X)
ORIGINAL CERTIFICATES OF TITLE TO ALL VEHICLES INCLUDED IN THE
PURCHASED ASSETS, EXECUTED BY SELLER TO THE EXTENT NECESSARY TO REFLECT THE
ASSIGNMENT BY SELLER TO PURCHASER OF SUCH ASSETS; AND
(XI)
VALID AND EFFECTIVE ASSIGNMENT DOCUMENTATION, IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO PURCHASER, OF ANY RIGHTS TO THE INTELLECTUAL
PROPERTY THAT ARE INCLUDED IN THE PURCHASED ASSETS.
(E)
[INTENTIONALLY OMITTED]
(F)
REAL PROPERTY DELIVERIES.
SELLER SHALL HAVE DELIVERED TO
PURCHASER THE FOLLOWING:
(I)
SPECIAL WARRANTY DEEDS, GRANT DEEDS OR QUITCLAIM DEEDS, IN THE
FORM ATTACHED AS EXHIBIT H, DULY EXECUTED BY SELLER, IN FAVOR OF PURCHASER, IN
RECORDABLE FORM, TRANSFERRING GOOD AND VALID FEE SIMPLE TITLE TO THE REAL
PROPERTY TO BE CONVEYED BY SELLER TO PURCHASER HEREUNDER, SUBJECT ONLY TO
PERMITTED EXCEPTIONS, AND SUCH AFFIDAVITS OR OTHER CUSTOMARY INSTRUMENTS AS THE
TITLE COMPANY OR PURCHASER MAY REASONABLY REQUEST;
(II)
A COUNTERPART OF EACH ASSIGNMENT OF LEASE DULY EXECUTED BY
SELLER; AND
(III)
IF APPLICABLE, DULY COMPLETED AND EXECUTED REAL ESTATE TAX
DECLARATIONS.
(G)
TITLE COMPANY DELIVERIES.
THE TITLE COMPANY SHALL HAVE DELIVERED
TO PURCHASER (AND IF APPLICABLE, PURCHASER'S LENDERS) AN OWNER'S (OR LENDER'S)
FORM OF TITLE INSURANCE POLICY (OR A MARK-UP COMMITMENT THEREFOR) IN THE FORM OF
THE TITLE COMMITMENTS (EACH, A "TITLE POLICY"), IN THE AMOUNT OF THE PURCHASE
PRICE APPLICABLE TO THE REAL PROPERTY INSURED BY SUCH TITLE POLICY, INSURING
THAT FEE SIMPLE TITLE TO THE REAL PROPERTY IS VESTED IN PURCHASER OR ITS NOMINEE
SUBJECT ONLY TO THE PERMITTED EXCEPTIONS.
(H)
CONSENTS.
SELLER SHALL HAVE OBTAINED THE THIRD PARTY CONSENTS TO
THE ASSIGNMENT OF THE CONTRACTS LISTED ON SCHEDULE 6.3(H) AND THE PLEDGES OF
LEASEHOLD INTERESTS AS REASONABLY REQUESTED BY KERR AND PURCHASER PURSUANT TO
SECTION 5.3.
41
(I)
FINANCING.
KERR AND PURCHASER SHALL HAVE RECEIVED THE FINANCING
CONTEMPLATED BY EITHER OR BOTH OF THE COMMITMENT LETTERS REFERRED TO IN
SECTION 4.7.
(J)
LIENS.
SELLER SHALL HAVE REMOVED ALL LIENS ON THE PURCHASED
ASSETS OTHER THAN PERMITTED LIENS.
ARTICLE VII
TERMINATION; EFFECT OF TERMINATION
7.1
TERMINATION OF AGREEMENT.
THIS AGREEMENT MAY BE TERMINATED AND
THE ACQUISITION MAY BE ABANDONED AT ANY TIME PRIOR TO THE CLOSING:
(A)
BY MUTUAL WRITTEN CONSENT OF SELLER AND PURCHASER;
(B)
AFTER SEPTEMBER 15, 2003, BY EITHER SELLER OR PURCHASER, IF THE
CLOSING HAS NOT OCCURRED BY THAT DATE; PROVIDED, HOWEVER, THAT SELLER SHALL HAVE
THE RIGHT TO EXTEND SUCH DATE IN ACCORDANCE WITH SECTION 5.8(B); PROVIDED,
FURTHER, THAT SUCH DATE SHALL BE EXTENDED TO 120 DAYS AFTER A SECOND REQUEST, IF
ANY, BY THE DEPARTMENT OF JUSTICE OR THE FEDERAL TRADE COMMISSION IN CONNECTION
WITH THE FILING OF A NOTIFICATION AND REPORT FORM PURSUANT TO THE HSR ACT; AND
PROVIDED, FURTHER, THAT THE RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS
SECTION 7.1(B) SHALL NOT BE AVAILABLE TO A PARTY WHOSE ACTION OR FAILURE TO ACT
HAS BEEN A PRINCIPAL CAUSE OF OR RESULTED IN THE FAILURE OF THE ACQUISITION TO
OCCUR ON OR BEFORE SUCH DATE AND SUCH ACTION OR FAILURE TO