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to execute and deliver this Agreement and the other Transaction Documents on behalf <br />of the Seller. <br />(iii) Wire Instructions. The Seller and the Individuals shall have <br />delivered to the Buyer payment instructions in substantially the form attached hereto as <br />Exhibit E indicating the bank account(s) to which the Buyer should transfer, by wire <br />transfer of immediately available funds, the Closing Payment, and the percentage of the <br />Closing Payment that should be allocated to such account(s) (the "Wire Instructions). <br />(iv) Delivery of Ancillary Agreements. The Seller or the Individuals, as <br />applicable, shall have delivered to the Buyer an executed copy of each of the Ancillary <br />Agreements to which it is a party (including original signed Deeds which are required <br />by the Title Company in order to enable it to issue a title policy in accordance with <br />Section 5.3 and all other affidavits (including affidavits of no change) and corporate <br />documents that are necessary to the reasonable satisfaction of the Buyer and the Title <br />Company. <br />(v) Non Foreign Affidavit. The Seller shall have delivered to the <br />Buyer an affidavit of non -foreign status in the form prescribed by Treasury Regulations <br />Section 1.1445-2(b)(2Xiv)(B). <br />(vi) Permits. The Seller and the Individuals shall have completed and <br />duly executed an Application Form for Transfer of Mineral Permit and Succession of <br />Operators, along with all supporting documentation and materials. <br />(vii) Other Parcels. The Seller and the Individuals, as applicable, shall <br />have filed with the El Paso County Recording Department or deposited with the Escrow <br />Agent to be filed with the El Paso County Recording Department a duly executed <br />covenant or restraint substantially in the form attached hereto as Exhibit E on all <br />parcels of real property that are owned or leased by the Seller or the Individuals, in <br />whole or in part, and are located in EI Paso County, Colorado that are not considered <br />part of the Transferred Real Property that: (i) acknowledge and agree to the operation <br />of the Business by the Buyer after the Closing and (ii) waive all objections and claims <br />related to the operation of the Business by the Buyer after the Closing to the extent that <br />the operation of the Business by the Buyer complies in all material respects with all <br />applicable Laws and Governmental Permits. <br />(viii) Escrow Instructions. The Seller and the Individuals shall have <br />delivered to the Escrow Agent an executed copy of joint written instructions releasing <br />the Seller Escrowed Documents to the Buyer. <br />(b) Title Insurance. At the Closing, to the extent regwred by the Buyer, the <br />Buyer shall have obtained a title insurance policy or policies ("Title Insurance") from the Title <br />Company for all or any portion of the Transferred Real Property, together with any endorsements <br />thereto desired by the Buyer, at the Buyer's sole cost and expense. The Seller and the Individuals <br />shall have cooperated with the Buyer's reasonable requests to assist the Buyer in obtaining the <br />Title Insurance. The Seller, the Individuals and the Buyer shall have delivered at the Closing <br />28 <br />