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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)(2)(iv)(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 El 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 required 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 />