Common use of Deliveries by Sellers at Closing Clause in Contracts

Deliveries by Sellers at Closing. At the Closing, Sellers (to the extent applicable) shall deliver or shall cause to be delivered to EFI the items identified below. EFI's receipt of these items is a condition to its obligations under this Agreement, although EFI may waive any or all of these conditions in whole or in part, as provided in Section 11.09: (a) duly executed instruments of transfer, assignment, or conveyance of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares of the Company Stock, the PRVI Stock and the Realty Stock, to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executed, and with all necessary transfer tax and other revenue stamps, acquired at the Sellers' expense, affixed and canceled; (b) a copy of the articles of incorporation or other governing document of each Acquired Company, certified by the appropriate official of the jurisdiction of incorporation or organization of such Acquired Company, as of a date not more than fifteen (15) days before the Closing Date; (c) a copy of the bylaws of each Acquired Company certified by the Secretary of such Acquired Company; (d) a Good Standing Certificate for each of the Acquired Companies, as of a date not more than fifteen (15) days before the Closing Date from the jurisdiction of incorporation or organization of such Acquired Company and for each other jurisdiction in which the Acquired Company is qualified to do business as a foreign corporation; (e) a certified copy of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated hereby; (f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary of the Company; (g) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior to the Closing; (h) a certificate from each of Kinsxx xxx the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as of the Closing Date (unless a representation is made as of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect to such Seller has occurred, or is continuing, or will result from the execution and delivery of this Agreement or the sale of the Acquired Ownership Interests that constitutes a material breach of this Agreement; (i) the opinion(s) of Holland & Knight LLP and the other counsel to Sellers listed on the Disclosure Schedule, in form reasonably satisfactory to EFI; (j) the Related Agreements, in form and substance reasonably satisfactory to the Parties; and (k) all other documents reasonably required by EFI to evidence or to consummate the transactions contemplated by this Agreement.

Deliveries by Sellers at Closing. At the Closing, Sellers (to the extent applicable) Coventry shall deliver or shall cause to be delivered to EFI Buyer the items identified below. EFI's receipt of these items is a condition to its obligations under this Agreement, although EFI may waive any or all of these conditions in whole or in part, as provided in Section 11.09following: (a) duly executed instruments of transfer, assignment, or conveyance the original books and records (financial and otherwise) of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares of the Company Stock, the PRVI Stock and the Realty Stock, to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executed, and with all necessary transfer tax and other revenue stamps, acquired at the Sellers' expense, affixed and canceledEntities; (b) a copy such bills of sale and any other appropriate instruments of sale, transfer, conveyance, assignment and delivery covering the articles of incorporation or other governing document of each Acquired CompanyAssets, certified by the appropriate official of the jurisdiction of incorporation or organization of such Acquired Companyin form and substance reasonably acceptable to Buyer, as of a date not more than fifteen (15) days before may be requested by Buyer to fully and effectively transfer the Closing DateAcquired Assets to Buyer or its designee; (c) a copy copies of the Consents obtained pursuant to Section 6.6; (d) evidence reasonably acceptable to Buyer of the release and termination of each Lien, except for Permitted Liens on the Acquired Assets, the Shares or the properties and assets of the Acquired Entities; (e) counterpart signature pages to each of the Transaction Agreements not yet executed, duly executed by Coventry and/or each Subsidiary of Coventry a party thereto; (f) to the extent requested by Buyer, written resignations of the directors, managers and officers, as applicable, of each of the Acquired Entities; (g) certificates representing the Shares, together with stock transfer forms and other appropriate forms duly endorsed in blank and with all requisite stock transfer tax stamps attached and otherwise sufficient to transfer the Shares to Buyer free and clean of all Liens; (h) certificates of good standing dated not more than 10 Business Days prior to the Closing Date with respect to each of the Acquired Entities, issued by the Secretary of State of the state of incorporation; (i) copies of resolutions of the board of directors (or equivalent governing body) of each Seller authorizing and approving the execution and delivery of this Agreement and the other Transaction Agreements and the performance by such Seller of its obligations hereunder and thereunder, certified by the Secretary or such other authorized officer of such Seller; (j) copies of the certificate of incorporation and bylaws (or equivalent governance documents) of each Acquired Company Entity, in each case certified by the Secretary of such Acquired CompanyEntity; (dk) a Good Standing Certificate for certificate of a duly authorized officer of each of the Acquired CompaniesSellers certifying that all conditions set forth in Section 10.2(a) and 10.2(b) have been satisfied (or to the extent any such condition has been waived in accordance with the terms hereof, as of a date not more than fifteen (15) days before attaching thereto the Closing Date from the jurisdiction of incorporation or organization of such Acquired Company and for each other jurisdiction in which the Acquired Company is qualified to do business as a foreign corporationapplicable written waiver); (el) a certified copy affidavits of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated hereby; (f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary of the Company; (g) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior to the Closing; (h) a certificate non-foreign status from each of Kinsxx xxx the Stockholders stating Sellers that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as comply with Section 1445 of the Closing Date Code (unless a representation is made as of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only“FIRPTA Affidavit”); and (ii) no condition or event with respect to such Seller has occurred, or is continuing, or will result from the execution and delivery of this Agreement or the sale of the Acquired Ownership Interests that constitutes a material breach of this Agreement; (i) the opinion(s) of Holland & Knight LLP and the other counsel to Sellers listed on the Disclosure Schedule, in form reasonably satisfactory to EFI; (j) the Related Agreements, in form and substance reasonably satisfactory to the Parties; and (km) all other documents reasonably required by EFI to evidence or to consummate a duly executed copy of the transactions contemplated by this AgreementCMS Group Release.

Deliveries by Sellers at Closing. At Unless Buyer has waived the delivery of such item as a condition to Closing pursuant to Section 8.1, at the Closing, Sellers (to the extent applicable) shall deliver or shall cause to be delivered to EFI Buyer (unless previously delivered to Buyer and Buyer has acknowledged receipt thereof) the items identified below. EFI's receipt of these items is a condition to its obligations under this Agreement, although EFI may waive any or all of these conditions in whole or in part, as provided in Section 11.09following: (a1) duly executed instruments of transfer, assignment, or conveyance of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares of the Company Stock, the PRVI Stock and the Realty Stock, to the extent applicableShares, duly endorsed in blank, (or accompanied by blank duly executed stock powers duly executed, and with all necessary powers) for transfer tax and other revenue stamps, acquired at the Sellers' expense, affixed and canceledto Buyer; (b2) a copy certified resolutions of the articles Company's Board of incorporation or other governing document Directors, (i) authorizing the execution, delivery and performance of each Acquired Company, certified by this Agreement and the appropriate official consummation of the jurisdiction of incorporation or organization of such Acquired transactions contemplated herein, and (ii) declaring the Company, 's 401(k) Retirement Plan terminated as of a date not more than fifteen (15) days before prior to the Closing Date; (c3) a copy release of the bylaws of each Acquired Company certified from all liabilities to Sellers and the Key Employees in substantially the form attached hereto as Exhibit B --------- (including, without limitation, a release by the Secretary Key Employees of all liabilities of the Company to such Acquired Key Employees under the Change of Control Agreements and with respect to any other employment agreements and/or severance obligations entered into between the Company and the Sellers and Key Employees prior to the Closing Date). (4) a certificate signed by each of the Sellers and the President and the Chief Financial Officer of the Company, or such other officer reasonably acceptable to Buyer, certifying (i) as to the representations, warranties and covenants of Sellers and the Company made herein as provided in Sections 8.1(1) and 8.1(3), and (ii) as to the absence of a material adverse change in the condition, business or operations of the Company or any of the Schools, taken as a whole, as required by Section 8.1(2); (d5) duly executed estoppel certificates (or other evidence reasonably acceptable to Buyer that the leases are in full force and effect and neither the Company nor the lessor is in breach or default of any lease as of the Closing Date) and consents to assignment of lease (if a Good Standing Certificate consent to assignment is required by the terms of the lease document in connection with the sale of the Shares to Buyer) for each of the Acquired Companies, Facilities (as such term is defined below); (6) resignation letters of a date not more than fifteen (15) days the members of the Board of Directors and the officers of the Company appointed before the Closing Date from the jurisdiction of incorporation or organization of such Acquired Company and for each other jurisdiction in which the Acquired Company is qualified to do business as a foreign corporation; (e) a certified copy of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated hereby; (f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary of the Company; (g) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior to the Closing; (h) a certificate from each of Kinsxx xxx the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as of the Closing Date (unless a representation is made as of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect to such Seller has occurred, or is continuing, or will result from the execution and delivery of this Agreement or the sale of the Acquired Ownership Interests that constitutes a material breach of this Agreement; (i) the opinion(s) of Holland & Knight LLP and the other counsel to Sellers listed on the Disclosure Schedule, in form reasonably satisfactory to EFI; (j) the Related AgreementsDate, in form and substance reasonably satisfactory to Buyer, effective as of the PartiesClosing Date; (7) a Non-Competition Agreement in substantially the form of Exhibit C --------- hereto (the "Non-Competition Agreement"), executed by each of Xx. Xxxxxx and Xx. Xxxxxxx; (8) any third party consents listed on Schedule 5.9(A) (other than the --------------- release for the Citicorp equipment lease, which the Company shall reasonably attempt to obtain, but which shall not be a condition to closing) (which consents are required in connection with the sale of the Shares to Xxxxxx); (A) a full and complete release (in form reasonably satisfactory to Buyer) of, or executed termination statements with respect to, all liens listed on Schedule 5.8(B)(2) against the property or assets of the Company ------------------ and (B) satisfactory evidence from Sellers that all long term debt of the Company (as defined by GAAP) and all of the Notes Payable described on "Note 4-Notes Payable" in notes to the 6/30/01 Balance Sheet (or which would, as of the Closing Date, be required under GAAP to be disclosed on a similar footnote to the Closing Date Balance Sheet) (other than (i) the SBA Loan, which shall remain an obligation of the Company, in a total principal amount of no more than $218,000 as of the Closing Date, and (ii) all operating and capital leases of the Company for equipment listed on Schedule 5.8(B) that are not also listed on Schedule 5.8(B)(2)) has been repaid prior to the Closing Date, whether or not any liens with respect to such long term debt are listed on Schedule 5.8(B)(2); ------------------ (11) a release by all creditors of the Sellers of any guarantees by the Company of Sellers' debts or obligations to such creditors; (12) assignment and assumption agreements between the Company, on the one hand, and applicable Sellers, on the other hand, of all lease agreements for automobiles leased by the Company for the benefit of such Sellers, together with either (A) consents to such assignments and releases of the Company of all obligations under such leases executed by the lessors for such automobiles, or (B)(i) one or more letter(s) of credit in favor of the Company covering the present value of all future cash payments required to be made on the leases (or satisfactory evidence that all cash payments required to be made on such leases through the terms thereof have been made) and insurance policies for such automobiles, and (ii) reasonably satisfactory evidence of current insurance for all such automobiles showing the Company as an additional named insured, with reasonably acceptable levels of coverage on each such automobile for first party and third party claims; (13) an Employment Agreement in substantially the form of Exhibit E hereto (the "Employment Agreement") executed by each of Xx. Xxxxx and Xx. Xxxxxxx; (14) any other documents reasonably requested by Buyer and its counsel to effectuate the transactions contemplated hereby; (15) the Escrow Agreement, duly executed by each of the Sellers and the Escrow Agent in substantially the form attached hereto as Exhibit A --------- (with such changes or modifications as are mutually agreed to by the parties or requested or required by Escrow Agent); and (k16) all books and records of the Company (including, without limitation, corporate articles, bylaws, minutes and other actions taken) the delivery of which may be accomplished by Sellers delivering a certificate to Buyer that such documents reasonably required by EFI to evidence or to consummate remain on the transactions contemplated by this Agreementproperty of the Company and shall remain there following the Closing Date.

Deliveries by Sellers at Closing. At the Closing, Sellers (shall convey, transfer, assign and deliver to Buyer the extent applicable) Stock, free and clear of all Liens. Sellers shall deliver or shall cause to be delivered to EFI the items identified below. EFI's receipt of these items is a condition to its obligations under this Agreement, although EFI may waive any or all of these conditions in whole or in part, as provided in Section 11.09Buyer: (a) duly The Escrow Agreement fully executed instruments of transfer, assignment, or conveyance of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares of the Company Stock, the PRVI Stock and the Realty Stock, to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executed, and with all necessary transfer tax and other revenue stamps, acquired at the Sellers' expense, affixed and canceled; (b) a copy An opinion of the articles of incorporation or other governing document of each Acquired CompanySellers' counsel, certified by the appropriate official of the jurisdiction of incorporation or organization of such Acquired Company, as of a date not more than fifteen (15) days before dated the Closing Date, to the effect and substantially in the form of Exhibit B to this Agreement; (c) a copy The Certificates representing the Stock and duly executed Stock Powers in the form of Exhibit D, and such assignments and other instruments of transfer as may be reasonably satisfactory to Buyer's counsel, and with such consents to the conveyance, transfer and assignment thereof as may be necessary to effect the conveyance, transfer, assignment and delivery of the bylaws of each Acquired Company certified by the Secretary of such Acquired CompanyStock; (d) a Good Standing Certificate for each of the Acquired Companies, as of a date not more than fifteen (15) days before the Closing Date from the jurisdiction of incorporation or organization of such Acquired Company and for each other jurisdiction in which the Acquired Company is qualified to do business as a foreign corporationThe consents listed on Schedule 3.3; (e) a certified copy Releases of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated herebyLiens listed on Schedule 2.8(e); (f) an incumbency Good Standing Certificates of recent date for Seller from the Secretary of State of the States of Indiana and signature certificate executed Texas; (g) Written evidence satisfactory to Buyer that Sellers are the sole shareholders of the Company, that there are no other holders of any capital stock of the Company or of any options, warrants or other rights to purchase the capital stock of the Company, other than the Options (which are to be treated as provided in Section 2.8(i) and Section 5.5(b)); (h) Written evidence satisfactory to Buyer that the Company's 401(K) plan, health plan(s), cafeteria plan, dental plan(s), disability and accidental death and dismemberment plans, life insurance plans and other similar plans have been modified to provide that (1) the Company is no longer a sponsor, employer, member of the employer group or holder, as applicable, with respect to such plans, (2) that the employees of the Company are no longer eligible participants or members with respect to such plans, and (3) that such plans will continue to cover claims for covered services received prior to Closing, such that the Company is not responsible after Closing to pay deductibles, retentions or self-insured obligations with respect to pre-Closing periods and events; (i) Employment letters or other documents related to the post-Closing employment of Xxxxx X. Xxxxxxxx by the Secretary Company (or Assistant Secretary Buyer, or an affiliate of Buyer), in form and substance satisfactory to Buyer; (j) A Transition Services Agreement in a form mutually agreeable to Sellers and Buyer with respect to the temporary, continued use of certain of the Company systems or other assets by affiliates of Sellers; (k) Evidence satisfactory to Buyer that no Person other than the Company is continuing to use, or has access or rights to the Company's payroll and accounting systems and databases; (l) A new Lease Agreement, or a lease amendment, between the Company and Duke-Weeks Realty Limited Partnership with regard to office space located at Woodland Corporate Park IV, 7820 Innovation Boulevard, Indianapolis, Indiana, in form and substance satisfactory to Buyer, which lease or amendment shall re-define the space leased by the Company as the first and third floors of such building; (m) Written evidence, satisfactory to Buyer, that all customer agreements and other accounts currently in the name of re:Member Data Services International, Inc. have been assigned and transferred to the Company, together with evidence of any required third party consents to such assignment and transfer; (n) Written evidence that any agreements that relate to the Business but that were entered into by Americard Services, Inc. rather than the Company have been properly assigned to the Company; (go) copies Evidence of all documents evidencing other necessary corporate or other action the termination of existing employment agreements with Xxxxx X. Xxxxxxxx and governmental approvalsXxx X. Xxxxxxxxxxx, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior to the Closing;as further provided in Section 5.5(a); and (hp) a certificate from each of Kinsxx xxx the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as of the Closing Date (unless a representation is made as of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect to such Seller has occurred, or is continuing, or will result from the execution and delivery of this Agreement or the sale of the Acquired Ownership Interests that constitutes a material breach of this Agreement; (i) the opinion(s) of Holland & Knight LLP and the other counsel to Sellers listed on the Disclosure Schedule, in form reasonably satisfactory to EFI; (j) the Related Agreements, A Secretary's Certificate in form and substance reasonably satisfactory to the Parties; and (k) all other documents reasonably required by EFI to evidence or to consummate the transactions contemplated by this AgreementBuyer.

Deliveries by Sellers at Closing. At the ClosingSimultaneously herewith, Sellers (to the extent applicable) shall deliver have delivered or shall cause caused to be delivered to EFI the items identified below. EFI's receipt of these items is a condition to its obligations under this Agreement, although EFI may waive any or all of these conditions in whole or in part, as provided in Section 11.09Buyer: (a) duly executed instruments of transfer, assignment, or conveyance of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares of the Company Stock, the PRVI Stock and the Realty Stock, statements pursuant to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executed, and with all necessary transfer tax and other revenue stamps, acquired at the Sellers' expense, affixed and canceledTreasury Regulation Section 1.1445-2(b)(2) certifying that Sellers are not foreign persons; (b) a copy certificate executed by the Secretary of the articles of incorporation or other governing document of each Acquired Company, certified by the appropriate official Companies certifying on behalf of the jurisdiction Companies (i) that OCI Wyoming Holding Co., Bitco and OCI Wyoming Co. are the only partners of incorporation OCI Wyoming L.P., (ii) to the incumbency and signatures of the officers of OCI Wyoming Co., OCI Wyoming Holding Co. and OCI Wyoming L.P. executing any Transaction Document to which OCI Wyoming Co., OCI Wyoming Holding Co. or organization OCI Wyoming L.P. is a party, (iii) to the incumbency and signatures of such Acquired Companythe representatives on the Partnership Committee of OCI Wyoming L.P., (iv) that all conditions to Permitted Transfers (as defined in the Partnership Agreement) in Sections 10.3(c), 10.3(d) and 11.2 (b)(ii) of the Partnership Agreement have been waived and (v) that all conditions in Section 10.6 of the Partnership Agreement for the admission of Buyer as a date not more than fifteen (15) days before the Closing Dategeneral partner of OCI Wyoming L.P. have been satisfied or waived; (c) a copy of duly executed instrument assigning the bylaws of each Acquired Company certified by OCI Wyoming LP Interest to Buyer (the Secretary of such Acquired Company“Assignment Agreement”); (d) a Good Standing Certificate for each stock certificates representing the OCI Wyoming Co. Interests, duly endorsed in the name of the Acquired Companies, as of a date not more than fifteen (15) days before the Closing Date from the jurisdiction of incorporation Buyer or organization of such Acquired Company and for each other jurisdiction with stock powers executed in which the Acquired Company is qualified to do business as a foreign corporationblank; (e) a certified copy an amendment to the Partnership Agreement updating the names and Percentage Interests (as defined in the Partnership Agreement) of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated herebyGeneral Partners (as defined in the Partnership Agreement); (f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary a written consent of each of the Companypartners of OCI Wyoming L.P. consenting to the sale of the Purchased Interests to Buyer; (g) copies an opinion of all documents evidencing other necessary corporate or other action counsel addressed to OCI Wyoming L.P. in a form acceptable to OCI Wyoming L.P. and governmental approvals, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior the partners of OCI Wyoming L.P. to the Closingeffect that the sale of the Purchased Interests to Buyer will not cause OCI Wyoming L.P. to terminate for federal income tax purposes or to be treated as an association taxable as a corporation for federal income tax purposes, or to fail to meet any condition precedent then in effect pursuant to an official pronouncement of the Internal Revenue Service confirming that OCI Wyoming L.P. will be treated as a partnership for federal tax purposes, whether or not such a ruling is being or has been requested, as required by the Partnership Agreement, or a waiver of such requirement in writing by OCI Wyoming L.P.; (h) a certificate from each of Kinsxx xxx the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as resignations of the Closing Date (unless a representation is made as Sellers’ representatives on the Partnership Committee and any other committees of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect to such Seller has occurred, or is continuing, or will result from the execution and delivery of this Agreement or the sale of the Acquired Ownership Interests that constitutes a material breach of this AgreementOCI Wyoming L.P.; (i) the opinion(s) resignation of Holland & Knight LLP and the other counsel to Sellers listed Sellers’ representatives on the Disclosure Schedule, in form reasonably satisfactory to EFI;Board of Directors of OCI Wyoming Co.; and (j) the Related Agreements, in form and substance reasonably satisfactory a consent of OCI Wyoming L.P. to the Parties; and (kdisclosure of the information described in Section 2.6(f) hereof and all other documents reasonably required information requested by EFI Sellers to evidence or to consummate confirm the transactions contemplated by this AgreementContingent Purchase Price Obligation Payment amount.

Deliveries by Sellers at Closing. At the Closing, and thereafter as may be reasonably requested by Buyer, Sellers (to the extent applicable) shall convey, transfer, assign, and deliver or shall cause to be delivered to EFI the items identified below. EFI's receipt of these items is a condition to its obligations under this Agreement, although EFI may waive any or all of these conditions their right, title and interest in whole or in partand possession of the Purchased Assets to Buyer, as provided in Section 11.09and shall also deliver to Buyer the following: (a) duly executed Such bills of sale, easements, assignments, leases, subleases, lease assignments, special warranty deeds regarding the real property and improvements to be conveyed in fee simple, and other appropriate instruments of transfertransfer as Buyer has requested, assignmentall in recordable form, or conveyance of content reasonably acceptable to Buyer and Buyer's counsel and sufficient to vest in Buyer good and marketable title to all of the Acquired Ownership InterestsPurchased Assets which, including without limitation original endorsed certificates representing shares (i) with regard to interests in real property, is subject to no exception to title insurance coverage which could, in Buyer's sole reasonable discretion, substantially affect the value of the Company Stock, the PRVI Stock and the Realty Stock, to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executedPurchased Assets taken as a whole, and (ii) with regard to both real and personal property, is free and clear of all necessary transfer tax mortgages, deeds of trust, liens, security agreements, charges, encumbrances or Claims (other than Permitted Liens and other revenue stamps, acquired at the Sellers' expense, affixed and canceledEncumbrances); (b) a copy Certified copies of the articles of incorporation or other governing document duly adopted resolutions of each Acquired CompanySeller's Board of Advisers authorizing, certified by the appropriate official of the jurisdiction of incorporation or organization of such Acquired Company, as of a date not more than fifteen (15) days before the Closing Date; (c) a copy of the bylaws of each Acquired Company certified by the Secretary of such Acquired Company; (d) a Good Standing Certificate for each of the Acquired Companies, as of a date not more than fifteen (15) days before the Closing Date from the jurisdiction of incorporation or organization of such Acquired Company and for each other jurisdiction in which the Acquired Company is qualified to do business as a foreign corporation; (e) a certified copy of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated hereby; (f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary of the Company; (g) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior to the Closing; (h) a certificate from each of Kinsxx xxx the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as of the Closing Date (unless a representation is made as of a specific earlier date or timeapproving, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect consenting to such Seller has occurred, or is continuing, or will result from the execution and delivery of this Agreement or Agreement, to the sale consummation of the Acquired Ownership Interests that constitutes a material breach transactions contemplated herein, and to performance of this Agreementthe agreements set forth herein; (ic) the opinion(s) of Holland & Knight LLP Proof that all real and the other counsel to Sellers listed personal property taxes have been paid that could create a lien on the Disclosure Schedule, in form reasonably satisfactory Purchased Assets after their sale to EFIBuyer pursuant to the Sale Order; (jd) the Related Agreements, in form and substance reasonably satisfactory to the Parties; andA duly executed Cross-Receipt; (ke) all other documents reasonably required by EFI to evidence or to consummate A duly executed Release and Waiver in favor of Buyer from Sellers, substantially in the transactions contemplated by this Agreement.form of Exhibit 3.2

Deliveries by Sellers at Closing. At the Closing, the Sellers (will deliver the following documents to the extent applicable) shall deliver or shall cause to be delivered to EFI the items identified below. EFI's receipt of these items is a condition to its obligations under this AgreementBuyer, although EFI may waive any or all of these conditions in whole or in part, as provided in Section 11.09: (a) duly executed instruments of transfer, assignment, or conveyance of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares of the Company Stock, the PRVI Stock and the Realty Stock, to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executed, and with all necessary transfer tax and other revenue stamps, acquired at the Sellers' expense, affixed and canceled; (b) a copy of the articles of incorporation or other governing document of each Acquired Company, certified by the appropriate official of the jurisdiction of incorporation or organization of such Acquired Company, as of a date not more than fifteen (15) days before the Closing Date; (c) a copy of the bylaws of each Acquired Company certified by the Secretary of such Acquired Company; (d) a Good Standing Certificate for each of the Acquired Companies, as of a date not more than fifteen (15) days before the Closing Date from the jurisdiction of incorporation or organization of such Acquired Company and for each other jurisdiction in which the Acquired Company is qualified to do business as a foreign corporation; (e) a certified copy of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated hereby; (f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary of the Company; (g) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior to the Closing; (h) a certificate from each of Kinsxx xxx the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as of the Closing Date (unless a representation is made as of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect to such Seller has occurred, or is continuing, or will result from the execution and delivery of this Agreement or the sale of the Acquired Ownership Interests that constitutes a material breach of this Agreement; (i) the opinion(s) of Holland & Knight LLP and the other counsel to Sellers listed on the Disclosure Schedule, in form reasonably satisfactory to EFI; (j) the Related Agreements, in form and substance reasonably satisfactory to the Parties; andBuyer: (ka) A certificate executed on behalf of each Seller by the president, senior vice president, or vice president of such Seller, dated the Closing Date, representing and certifying as to the matters set forth in Sections 9.1 and 9.2. (b) An opinion of counsel of the Seller and an opinion of counsel of Columbia, each dated the Closing Date, substantially in the forms of Exhibit 5.2(A) and (B), respectively. (c) The certificates, instruments, and documents listed below, each in form and substance reasonably satisfactory to the Buyer. (i) Assignments, bills of sale, certificates of title, documents and other instruments of transfer and conveyance of the Specified Assets to be transferred, each in form and substance reasonably satisfactory to the Buyer and sufficient to vest in the Buyer good and marketable title to the Specified Assets to be transferred; free and clear of all Encumbrances. (ii) All books and records of the Sellers to the extent related to the Specified Assets and Specified Liabilities to be transferred and assumed, respectively. (iii) Evidence of Sellers' Consents and Approvals which have been obtained regarding the Specified Assets and Liabilities to be transferred and assumed, respectively. (iv) Such other certificates, instruments of conveyance, and documents as may be reasonably required requested by EFI Buyer prior to evidence or the Closing Date to consummate carry out the intent and purposes of this Agreement. (d) An original counterpart of the Noncompetition and Branding Agreement fully executed by the Sellers. (e) An original counterpart of the Subscription Agreement fully executed by the Sellers. (f) An original counterpart of the Space Agreement fully executed by the Sellers. (g) An original counterpart of the Services Agreement fully executed by the Sellers. (h) The AGL Receivables Report and PECO Form 810 Report. (i) The Closing Customer Count, including reasonable detail regarding its calculation. (j) Certified copies of resolutions duly adopted by the Board of Directors of each Seller authorizing such Seller's execution, delivery and performance of this Agreement and the transactions contemplated by this Agreementherein. The Sellers shall also deliver actual possession of the Specified Assets to be transferred to the Buyer at the Closing.

Deliveries by Sellers at Closing. At the Closing, Sellers (to the extent applicable) shall deliver or shall cause to be delivered to EFI the items identified below. EFI's receipt of these items is a condition to its obligations under this AgreementPurchaser, although EFI may waive any or all of these conditions in whole or in partthe case of (e), as provided in Section 11.09: make available to Purchaser: (a) duly executed instruments a general xxxx of transfer, sale and assignment, or conveyance of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares of the Company Stock, the PRVI Stock and the Realty Stock, to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executed, and with all necessary transfer tax and other revenue stamps, acquired at the Sellers' expense, affixed and canceled; (b) a copy of the articles of incorporation or other governing document of each Acquired Company, certified by the appropriate official of the jurisdiction of incorporation or organization of such Acquired Company, as of a date not more than fifteen (15) days before the Closing Date; (c) a copy of the bylaws of each Acquired Company certified by the Secretary of such Acquired Company; (d) a Good Standing Certificate for each of the Acquired Companies, as of a date not more than fifteen (15) days before the Closing Date from the jurisdiction of incorporation or organization of such Acquired Company and for each other jurisdiction in which the Acquired Company is qualified to do business as a foreign corporation; (e) a certified copy of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated hereby; (f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary of the Company; (g) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior to the Closing; (h) a certificate from each of Kinsxx xxx the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as of the Closing Date (unless a representation is made as of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect to such Seller has occurred, or is continuing, or will result from the execution and delivery of this Agreement or the sale of the Acquired Ownership Interests that constitutes a material breach of this Agreement; (i) the opinion(s) of Holland & Knight LLP and the other counsel to Sellers listed on the Disclosure Schedule, in form reasonably satisfactory to EFI; (j) the Related Agreements, in form and substance reasonably satisfactory to Purchaser (the Parties; and (k) all “Xxxx of Sale”), with respect to the Acquired Assets other than real estate to be conveyed by Sellers at the Closing, and any other documents reasonably requested by Purchaser so as to convey to Purchaser good title, free and clear of all Liens (other than Permitted Liens), to all of Sellers’ right, title and interest in and to the Acquired Assets (other than the Designated Entities and the Owned Real Property) to be conveyed at Closing, each executed by the applicable Seller and, where relevant, the applicable subsidiary of Bridge; (b) special or limited warranty deeds and owner’s title insurance policy commitments, each in form and substance reasonably satisfactory to Purchaser, with respect to the Owned Real Property; (c) an assignment and assumption of leases, security deposits and prepaid rents assigning to Purchaser all of any Seller’s right, title and interest in and to the Leased Real Property and all security deposits and prepaid rents thereunder (provided that Purchaser shall assume all obligations of Sellers under the applicable leases as of the Closing Date); (d) [INTENTIONALLY DELETED]; (e) all of Sellers’ books and records, customer files and related business records pertaining to the Acquired Assets or for the Designated Entities, including the original corporate records of the Designated Entities, the originals of all Designated Contracts and Non Filing Seller Designated Contracts in Sellers’ possession, the originals of all permits and warranties, and copies of all maintenance records and operating manuals in Sellers’ possession pertaining to the personal property or any portion of the Owned Real Property or Leased Real Property included in the Acquired Assets; (f) a certificate of non-foreign status in accordance with Section 1445 of the Code, and any similar State-required documents requested by EFI Purchaser or in respect of which there is Sellers’ Knowledge; (g) the original landlord estoppels required hereunder; (h) an accurate and complete list of all bank accounts, other accounts, safe deposit boxes, lock boxes and safes of each of the Designated Entities, and the names of all officers, employees or other individuals who have access thereto or are authorized to evidence make withdrawals therefrom or dispositions thereof, and Sellers shall use reasonable best efforts to consummate make such information available to Purchaser at least ten (10) days prior to the transactions contemplated Closing; and (i) instruments of transfer and completed copies of all required filings in each relevant jurisdiction necessary or required to transfer all of the issued and outstanding shares of capital stock of the Designated Entities, and all other documents, certificates, instruments or writings reasonably requested by this Agreement.Purchaser in connection herewith. 14 4.3

Deliveries by Sellers at Closing. At the ClosingSimultaneously herewith, Sellers (to the extent applicable) shall deliver have delivered or shall cause caused to be delivered to EFI the items identified below. EFI's receipt of these items is a condition to its obligations under this Agreement, although EFI may waive any or all of these conditions in whole or in part, as provided in Section 11.09Buyer: (a) duly executed instruments of transfer, assignment, or conveyance of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares of the Company Stock, the PRVI Stock and the Realty Stock, statements pursuant to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executed, and with all necessary transfer tax and other revenue stamps, acquired at the Sellers' expense, affixed and canceledTreasury Regulation Section 1.1445-2(b)(2) certifying that Sellers are not foreign persons; (b) a copy certificate executed by the Secretary of the articles of incorporation or other governing document of each Acquired Company, certified by the appropriate official Companies certifying on behalf of the jurisdiction Companies (i) that OCI Wyoming Holding Co., Bitco and OCI Wyoming Co. are the only partners of incorporation OCI Wyoming L.P., (ii) to the incumbency and signatures of the officers of OCI Wyoming Co., OCI Wyoming Holding Co. and OCI Wyoming L.P. executing any Transaction Document to which OCI Wyoming Co., OCI Wyoming Holding Co. or organization OCI Wyoming L.P. is a party, (iii) to the incumbency and signatures of such Acquired Companythe representatives on the Partnership Committee of OCI Wyoming L.P., (iv) that all conditions to Permitted Transfers (as defined in the Partnership Agreement) in Sections 10.3(c), 10.3(d) and 11.2(b)(ii) of the Partnership Agreement have been waived and (v) that all conditions in Section 10.6 of the Partnership Agreement for the admission of Buyer as a date not more than fifteen (15) days before the Closing Dategeneral partner of OCI Wyoming L.P. have been satisfied or waived; (c) a copy of duly executed instrument assigning the bylaws of each Acquired Company certified by OCI Wyoming LP Interest to Buyer (the Secretary of such Acquired Company“Assignment Agreement”); (d) a Good Standing Certificate for each stock certificates representing the OCI Wyoming Co. Interests, duly endorsed in the name of the Acquired Companies, as of a date not more than fifteen (15) days before the Closing Date from the jurisdiction of incorporation Buyer or organization of such Acquired Company and for each other jurisdiction with stock powers executed in which the Acquired Company is qualified to do business as a foreign corporationblank; (e) a certified copy an amendment to the Partnership Agreement updating the names and Percentage Interests (as defined in the Partnership Agreement) of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated herebyGeneral Partners (as defined in the Partnership Agreement); (f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary a written consent of each of the Companypartners of OCI Wyoming L.P. consenting to the sale of the Purchased Interests to Buyer; (g) copies an opinion of all documents evidencing other necessary corporate or other action counsel addressed to OCI Wyoming L.P. in a form acceptable to OCI Wyoming L.P. and governmental approvals, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior the partners of OCI Wyoming L.P. to the Closingeffect that the sale of the Purchased Interests to Buyer will not cause OCI Wyoming L.P. to terminate for federal income tax purposes or to be treated as an association taxable as a corporation for federal income tax purposes, or to fail to meet any condition precedent then in effect pursuant to an official pronouncement of the Internal Revenue Service confirming that OCI Wyoming L.P. will be treated as a partnership for federal tax purposes, whether or not such a ruling is being or has been requested, as required by the Partnership Agreement, or a waiver of such requirement in writing by OCI Wyoming L.P.; (h) a certificate from each of Kinsxx xxx the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as resignations of the Closing Date (unless a representation is made as Sellers’ representatives on the Partnership Committee and any other committees of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect to such Seller has occurred, or is continuing, or will result from the execution and delivery of this Agreement or the sale of the Acquired Ownership Interests that constitutes a material breach of this AgreementOCI Wyoming L.P.; (i) the opinion(s) resignation of Holland & Knight LLP and the other counsel to Sellers listed Sellers’ representatives on the Disclosure Schedule, in form reasonably satisfactory to EFI;Board of Directors of OCI Wyoming Co.; and (j) the Related Agreements, in form and substance reasonably satisfactory a consent of OCI Wyoming L.P. to the Parties; and (kdisclosure of the information described in Section 2.6(f) hereof and all other documents reasonably required information requested by EFI Sellers to evidence or to consummate confirm the transactions contemplated by this AgreementContingent Purchase Price Obligation Payment amount.

Deliveries by Sellers at Closing. (a) At the Closing, each Seller (except for Sellers of JV Interests) shall execute, acknowledge and/or deliver, as applicable, the following to Purchaser or the title company selected by Purchaser to insure the Properties (the "Title Company") with respect to such Property: (i) A deed sufficient under the law of the state in which the Property is located to convey title to the Property to Purchaser with special warranty covenants (or the equivalent) (each, a "Deed"). (ii) An assignment and assumption of the Leases for such Property, including all unapplied cash security deposits accounted for by such Seller (each, a "Lease Assumption"), substantially in the form of Exhibit C (with such revisions as are necessary to have such Lease Assumption comply with the law of the state in which such Property is located) assigning Seller's interest in such Leases. (iii) A xxxx of sale in the form of Exhibit D (the "Xxxx of Sale"), conveying, transferring and selling to Purchaser all right, title and interest of such Seller in and to all Personal Property with respect to the Property. (iv) An Assignment and Assumption of Contracts, Licenses and Intangibles, in the form of Exhibit E (the "Contract and License Assignment"), assigning without warranty or representation beyond any made in this Agreement all of such Seller's right, title and interest, if any, in and to (A) all of the assignable Permits, (B) all assignable Service Contracts (collectively, the "Contracts") and all other items included in the sale not otherwise transferred pursuant to the other documents delivered at Closing. Sellers shall not assign any existing management agreements or any contracts or policies of insurance for the Property. (A) the original (or, if not in the possession or control of Sellers or the current managers of the Properties, copies) of the existing certificate or certificates of occupancy for each Property; (B) all original (or, if not in the possession or control of Sellers or the current managers of the Properties copies of) Permits issued for or with respect to each Property and all Leases, tenant files, plans and specifications and other items included in the sale. To the extent that the items listed in this subsection (v) are located at the Properties or in the offices of Sellers' building managers, such documents shall be made available to Purchaser at such locations and shall not be required to be delivered at Closing. (vi) For each Property, a memo to the tenants under the Leases and vendors under any Service Contracts notifying them of the sale of the Property to Purchaser and advising that all future payments of rent and other payments due under the Leases and any invoices or xxxxxxxx under the Service Contracts are to be sent to Purchaser at the address of Purchaser specified in Section 21 (or another address specified by Purchaser at least 10 days prior to Closing). (vii) Any updated Schedules and documents Sellers are required to provide pursuant to Section 6(a), including, without limitation, a schedule of unpaid commissions which are not yet due and payable. (viii) Copies of terminations of the management agreements for all Properties listed in the "Wholly Owned" section of Exhibit A, and of the management agreement for Cambridge Hall Apartments, unless Purchaser is permitted and chooses to assume such agreement. (ix) A certificate of each Seller re-certifying the representations and warranties set forth in this Agreement as of the Closing Date. (x) Certificates required by law dated no earlier than twenty (20) days prior to the Closing Date to be delivered by a seller of real property, including a certification statement from the City of Philadelphia (as to 0000 Xxxxxx Xxxxxx). (xi) To the extent requiring execution by a Seller and not imposing liabilities on such Seller other than as are customary in similar transactions, such consents and other documents required for the assumption by Purchaser of the loan documents, including the Bond Documents. (xii) A balance sheet for each Joint Venture as of the Closing Date, in the form of the balance sheets previously delivered to Purchaser, certified as being true, correct and complete to the knowledge of Sellers. Sellers furthermore agree to request from each commercial tenant under a Lease, and from each Joint Venture, an estoppel certificate in form reasonably requested by Purchaser, but receipt of such estoppel certificate shall not be a condition of Closing. (b) At the Closing, each Seller of a JV Interest shall execute, acknowledge and/or deliver, as applicable, to Purchaser or the Title Company an assignment of the JV Interest in form attached hereto as Exhibit F (the "Partnership Assignment"). (c) At the Closing, each Seller shall execute, acknowledge and/or deliver, as applicable, the following to Purchaser or the Title Company: (i) A "FIRPTA" affidavit sworn to by such Seller in the form of Exhibit G. Purchaser acknowledges and agrees that upon Seller's delivery of such affidavit, Purchaser shall not withhold any portion of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. (ii) Copies of the resolution of PREIT (and of the general partner of a Seller to the extent it is not, directly or indirectly, PREIT) and of any other constituent members or general partners of any Seller if reasonably required by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by an authorized representative of PREIT (and such other general partners and members, if applicable) as of the date of Closing; (ii) a good standing or incumbency certificate issued by the state(s) in which the Seller and to the extent applicable, such other general partners and members, are organized and the state in which the Property is located, if different, each dated within thirty (30) days of the Closing Date; (iii) an incumbency certificate executed by an authorized representative of PREIT (and to the extent applicable, such other general partners and members) with respect to those officers of such Seller (or such other general partners or members to the extent applicable) shall deliver executing any documents or shall cause instruments in connection with the transactions contemplated herein. If requested by Purchaser at least 10 days prior to be delivered to EFI the items identified below. EFI's receipt of these items is a condition to its obligations under this AgreementClosing, although EFI may waive any or all of these conditions in whole or in part, as provided in Section 11.09: (a) duly executed instruments of transfer, assignment, or conveyance copies certified by PREIT of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares organizational documents of the Company Stock, the PRVI Stock and the Realty Stockeach Seller and, to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executed, its constituent general partners and with all necessary members. (iii) Duly completed and signed real estate transfer tax and other revenue stamps, acquired at returns if required by the Sellers' expense, affixed and canceled;governmental authorities in the state in which such Seller's Property is located. (biv) a copy of Title affidavits in customary form as to the articles of incorporation or wholly-owned Properties and such other governing document of each Acquired Company, certified by documents as the appropriate official of the jurisdiction of incorporation or organization of such Acquired Company, as of a date not more than fifteen (15) days before the Closing Date;Title Company may reasonably request. (cv) a copy of the bylaws of each Acquired Company certified by the Secretary of such Acquired Company; (d) a Good Standing Certificate for each of the Acquired Companies, as of a date not more than fifteen (15) days before the Closing Date from the jurisdiction of incorporation or organization of such Acquired Company and for each other jurisdiction in which the Acquired Company is qualified to do business as a foreign corporation; (e) a certified copy of any necessary resolution of each Seller evidencing approval of this Agreement and the All other documents and transactions contemplated hereby; (f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary of the Company; (g) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect such Seller is required to this Agreement that EFI reasonably requests on reasonable notice prior deliver pursuant to the Closing; (h) a certificate from each of Kinsxx xxx the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as of the Closing Date (unless a representation is made as of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect to such Seller has occurred, or is continuing, or will result from the execution and delivery provisions of this Agreement or that Purchaser reasonably requests in order to effectuate the sale conveyance of the Acquired Ownership Interests Properties and JV Interests; provided, that constitutes a material breach of this Agreement; (i) the opinion(s) of Holland & Knight LLP and the other counsel to Sellers listed such documents requested by Purchaser do not impose any additional obligations on the Disclosure Schedule, in form reasonably satisfactory to EFI; (j) the Related Agreements, in form and substance reasonably satisfactory to the Parties; and (k) all other documents reasonably required by EFI to evidence or to consummate the transactions contemplated by this Agreementsuch Seller.

Deliveries by Sellers at Closing. At the Closing, Sellers (to the extent applicable) shall deliver or shall cause to be delivered to EFI the items identified below. EFI's receipt of these items is a condition to its obligations under this Agreement, although EFI may waive any or all of these conditions in whole or in part, as provided in Section 11.09: (a) duly executed instruments of transfer, assignment, or conveyance of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares of the Company Stock, the PRVI Stock and the Realty Stock, to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executed, and with all necessary transfer tax and other revenue stamps, acquired at the Sellers' expense, affixed and canceled; (b) a copy of the articles of incorporation or other governing document of each Acquired Company, certified by the appropriate official of the jurisdiction of incorporation or organization of such Acquired Company, as of a date not more than fifteen (15) days before the Closing Date; (c) a copy of the bylaws of each Acquired Company certified by the Secretary of such Acquired Company; (d) a Good Standing Certificate for each of the Acquired Companies, as of a date not more than fifteen (15) days before the Closing Date from the jurisdiction of incorporation or organization of such Acquired Company and for each other jurisdiction in which the Acquired Company is qualified to do business as a foreign corporation; (e) a certified copy of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated hereby; (f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary of the Company; (g) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior to the Closing; (h) a certificate from each of Kinsxx xxx Xxxxxx and the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as of the Closing Date (unless a representation is made as of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect to such Seller has occurred, or is continuing, or will result from the execution and delivery of this Agreement or the sale of the Acquired Ownership Interests that constitutes a material breach of this Agreement; (i) the opinion(s) of Holland & Knight LLP and the other counsel to Sellers listed on the Disclosure Schedule, in form reasonably satisfactory to EFI; (j) the Related Agreements, in form and substance reasonably satisfactory to the Parties; and (k) all other documents reasonably required by EFI to evidence or to consummate the transactions contemplated by this Agreement.