Laserfiche WebLink
(c) At the Closing, Sellers shall cause to be executed and delivered to Buyer the agreements <br /> and instruments contemplated by Section 1.01(a) together with the following related instruments <br /> (collectively, "Related Instruments"): <br /> (i) Affidavits in a form satisfactory to Buyer certifying that each Seller is not a <br /> "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended <br /> (the"Code"); <br /> (ii) A settlement statement setting forth the distribution of the Purchase Price on the <br /> Closing Date, and the payments of the expenses and prorations of the taxes as provided in Section 7.02; <br /> (iii) A certificate, dated as of the Closing Date, signed by the manager or secretary, as <br /> applicable, of each Seller, (A) attaching true, correct, and complete copies of the articles of organization <br /> and limited liability company agreement(or equivalent organizational and governing documents),and any <br /> amendments thereto, of such Seller, (B) certifying the good standing of such Seller in its jurisdiction of <br /> organization and in each other jurisdiction in which such Seller is qualified to do business, and that there <br /> are no proceedings for the dissolution or liquidation of such Seller, (C) certifying the incumbency, <br /> signature, and authority of the officers, managers or members of such Seller duly authorized to execute, <br /> deliver, and perform this Agreement and all other documents, instruments, or agreements related thereto <br /> executed or to be executed by such Seller, and (D) attaching a copy of the resolutions of the members (or <br /> similar governing body) of such Seller authorizing the execution and delivery of this Agreement and the <br /> Related Instruments and the consummation of the Transactions; <br /> (iv) Termination statements and instruments of release, in form and substance <br /> satisfactory to Buyer, releasing and discharging all Encumbrances other than Permitted Encumbrances on <br /> the Assets or Payoff Letters(as defined below)with respect to the same; <br /> (v) A duly endorsed certificate of title with respect to each vehicle included in the <br /> Assets together with a corresponding vehicle letter executed by the applicable Seller indicating that such <br /> vehicle has been sold and is in the processing being registered in Buyer's name; <br /> (vi) A tax clearance(or equivalent)certificate for the Company from the states where <br /> the Business is conducted; <br /> (vii) A completed and duly executed IRS Form W-9(or applicable successor form); <br /> (viii) Executed copies of all consents, waivers, approvals, and authorizations required <br /> by Law, Contract, Permit, or Order,to the extent the same can be transferred or assigned under applicable <br /> Law and in accordance with their terms, to be obtained in connection with the consummation of the <br /> Transactions; <br /> (ix) All of the Acquired Permits; <br /> (x) With respect to all Transferring Employees,confirmation that the Seller employing <br /> such Transferring Employees has paid to each employee of such Seller all of such employee's accrued <br /> vacation and paid time off through the period ending on the Closing Date; <br /> (xi) A written agreement, duly executed by the Company and ESCO Construction <br /> terminating any Contract,lease,license,or other arrangement or agreement,written or oral,between ESCO <br /> Construction and the Company, including any such agreement by which ESCO Construction has the right <br /> 4 <br />