Common use of Delivery of Closing Documents Clause in Contracts

Delivery of Closing Documents. On the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, to the Purchasers originals of the following: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons).

Delivery of Closing Documents. On the Closing Date, in addition to any other documents, certificates or agreements required under this AgreementBY BEARCOM AND NEWCO. Simultaneously herewith, the Sellers shall deliver, or cause following documents have been delivered to be delivered, to the Purchasers originals of the followingSeller: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iva) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financingcertificate, dated the Closing Date, of Skaddenthe Chairman, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory President or any Vice President or any Secretary or Assistant Secretary of each of BearCom and corporate counsel for LS Power, Granite Newco confirming that the representations and warranties of each of BearCom and Newco contained in this Agreement and in any certificate or other writing delivered by each of BearCom and Newco pursuant hereto is true in all material respects at and as of the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), Closing Date. (Bb) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond FinancingA certificate, dated the Closing Date, of Xxxxxthe Secretary or Assistant Secretary of each of BearCom and Newco certifying, Xxxxx & Xxxxxxamong other things, regulatory counsel for LS Powerthat attached or appended to such certificate (A) is a true and correct copy of its Articles of Incorporation and all amendments if any thereto as of the date thereof; (B) is a true and correct copy of its By-laws as of the date hereof, Granite (C) is a true and correct copy of all corporate actions taken by it, including resolutions of its board of directors authorizing the Acquired Companiesexecution, delivery and performance of this Agreement, and each other document to be delivered by such party pursuant hereto; and (D) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and any certificate, document or other instrument in connection herewith. (c) Evidence of the good standing and corporate existence of BearCom and Newco reasonably requested by Seller. (d) A signed opinion of Purchaser's counsel, dated the Closing Date and addressed to Seller, substantially in the form attached hereto of opinion annexed as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; andB hereto. (viiie) A certificate from the respective secretaries Copies of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)all BearCom Required Consents.

Delivery of Closing Documents. On (a) Delivery by Seller. At the Closing DateClosing, in addition Seller shall deliver to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, to the Purchasers originals of Purchaser the following: (i) Certificates evidencing (A) all of certificates representing the FloriCulture Stock which certificates shall Shares, each such certificate to be duly endorsed in blank to Purchaser or accompanied by a separate stock power duly executed stock powers endorsed for transfer, with the signature of Seller guaranteed by an officer of a national bank or duly notarized, and (B) with all of the LSP-Cottage Grove, Inc. Stock revenue stamps necessary to transfer such Shares and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers certificates representing such Shares affixed and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i)cancelled; (ii) The resignations the original Note, duly endorsed to Purchaser with the signature of Seller guaranteed by an officer of a national 25 bank or duly notarized, together with (x) a duly executed and acknowledged Assignment of Note, with covenant, warranty, representation and full recourse against Seller; and (y) an estoppel letter and certification of the persons listed Corporation, signed by an authorized officer thereof, certifying that, or confirming, as the case may be (a) the Note is in Schedule 3.1(f)(iifull force and effect; (b) as directors and officers the outstanding principal balance of the Acquired Companies;Indebtedness, accrued interest thereon and the terms of payment thereof; (c) the maturity date of the Note; (d) the Note constitutes the legal, valid and binding indebtedness of the Corporation and is enforceable and due and payable in accordance with its terms; (e) there exists no off-sets, defenses or counterclaims of any nature whatsoever to the liability of the Corporation for the Indebtedness; (f) the interest rate payable under the Note is not in excess of the maximum interest rate which the Corporation is permitted by law to contract or agree to pay; and (g) the Corporation is not in breach or default under the Note, all sums due and owing thereunder have been fully paid and no event has occurred which, with notice or lapse of time, would constitute such a breach or default. (iii) Evidence, in form reasonably satisfactory the minute books of the Corporation with a complete and accurate record of all meetings and transactions of its shareholders and directors from its inception to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closingtime of Closing; (iv) A the Corporation's share certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c)share transfer books and seal; (v) The deed or deeds to the Property, title policy issued by a title insurer acceptable to Purchaser and all other papers relating to title to the Property and all certificates of incorporation, limited partnership or similar instruments, as amended, of occupancy for each of Granite, LS Power and the Acquired Companies certified building owned by the Secretary of State or equivalent Person Corporation and any other plans of the jurisdiction of incorporation Property or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companiesimprovements erected thereon in Seller's possessions; (vi) Certificates all original executed leases, together with an estoppel certificate of good standing for each of Granite, LS Power and tenant in the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of businessform required pursuant to Article 3 above; (Avii) An opinion addressed all certificates and policies of insurance; (viii) copies of all tax returns and reports filed by the Corporation in the seven (7) years preceding the Closing; (ix) all of the Corporation's books, records, papers, documents, agreements, instruments, invoices, bills, vouchers, bankbooks, checkbooks and books of original account and entry; 26 (x) the certificate of Seller to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto effect that no default exists as Exhibit 3.1(f)(vii)(A), to any items warranted by Seller hereunder; (Bxi) an opinion from counsel to Seller in form and substance as set forth in Exhibit "F" annexed hereto and made a part hereof, addressed to Purchaser and dated as of the PurchasersClosing; (xii) written resignations of each officer and director of the Corporation, effective as of the Closing, together with a certificate of the Corporation's resigning secretary, duly certified by the resigning president and each resigning director, certifying that at a meeting of the Corporation's directors, duly called and held and at which a quorum was present, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, resignation of each of XxXxxx Xxxx & Xxxxxxx SCofficer and director was accepted and that there were duly elected, Wisconsin counsel to the Sellersin their place as officers and directors, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially persons designated in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectivelywriting by Purchaser; and (viiixiii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions a general release running in favor of the board of directors Corporation from Seller, Hrudka and general partners of Graniteeach director and officer, LS Power duly executed and acknowledged in the Acquired Companies approving the Transaction Documents form annexed hereto and the transactions contemplated hereby and thereby made a part hereof as Exhibit "G" (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such personscollectively, "Seller Documents").

Delivery of Closing Documents. On The Purchaser shall have received the Closing Datefollowing closing documents, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, form and substance satisfactory to the Purchasers originals Purchaser, and all of the followingwhich shall, except as specified below, be fully executed originals: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i)this Agreement; (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired CompaniesSeries A Note; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closingSeries A Warrant; (iv) A certificate dated the Closing Date of each a copy of the Sellers certifying as to Credit Agreement, certified by the respective compliance by each secretary of the Sellers with Sections 3.1(a)Company to be true, (b) correct and (c)complete; (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person a copy of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired CompaniesU-Gene Acquisition Documents, certified by the respective secretaries secretary of each of Granitethe Company to be true, LS Power correct and the Acquired Companiescomplete; (vi) Certificates certificates of the Secretary of State (or the foreign local law equivalent) of the jurisdictions of incorporation, formation or organization of the Company, U-Gene and each of their respective Subsidiaries as to the good standing for (or the foreign local law equivalent) of the Company, U-Gene and each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places Subsidiaries in such jurisdictions as of businessa date within ten business days prior to the U-Gene Closing Date; (Avii) An opinion addressed certificates of the Secretary of State (or the foreign local law equivalent) of each jurisdiction in which the Company, U-Gene and each of their respective Subsidiaries are qualified to do business as to their good standing (or their foreign local law equivalent) in such jurisdictions and, where available, certificates of the relevant state taxing authorities as to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financingpayment by such Person of all taxes in such jurisdictions; (viii) certificate, dated as of the U-Gene Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory the (A) president and corporate counsel for LS Power, Granite chief operating officer and (B) chief financial officer and treasurer of the Acquired CompaniesCompany, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(Aof EXHIBIT 4A(j)(viii), stating that the conditions specified in Section 4 have been fully satisfied; (Bix) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financingcertificates, dated as of the U-Gene Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form of EXHIBIT 4A(j)(ix), of the respective secretaries of the Company and each of its Subsidiaries certifying (A) that the copies of the certificate or articles of incorporation, formation or organization and bylaws, regulations or other organizational and governing documents of the Company and each of its Subsidiaries, attached hereto thereto and as Exhibit 3.1(f)(vii)(Bamended to date, are true, complete and correct, (B) that the copies of the resolutions of the directors, managers, partners, members 16 and shareholders of the Company, authorizing the transactions contemplated by this Agreement and each of the Transaction Documents (including the issuance of the Series A Note and the Warrants and reserving shares of Common Stock issuable upon exercise of the Series A Warrant) attached thereto are true, complete and correct, (C) opinions addressed as to the Purchasersincumbency of each Person executing this Agreement and each of the Transaction Documents on behalf of the Company or any of its Subsidiaries, and (D) as to any other matters reasonably requested by the Purchaser. (x) copies of the consents, waivers and amendments to be obtained by the Company and U-Gene pursuant to the provisions of Section 4(e)4(E), 4(D), the agent under Financial Statements to be provided by the Credit Agreements Company pursuant to the provisions of Section 4(g)4(G) and the trustee under insurance policies to be maintained by the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel Company pursuant to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel provisions of Section 7(n)7(N); (xi) to the Sellersextent not provided for herein, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) true, complete and Exhibit 3.1(f)(vii)(D), respectivelycorrect copies of all Transaction Documents; and (viiixii) A certificate from any and all other documents, certificates, and assurances which may be reasonably requested by the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together Purchaser in connection with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)its commitments as set forth herein.

Delivery of Closing Documents. On the Closing Date, in addition (a) Seller shall have delivered to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, to the Purchasers originals of the followingPurchaser: (i) Certificates evidencing (A) all each of the FloriCulture Stock which certificates shall be stock certificates, duly endorsed in blank or accompanied endorsed, as required by duly executed stock powers and Section 1.3(b)(i); (Bii) all of the LSP-Cottage GroveEscrow Agreement, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of B, duly executed by Seller, Seller's Agent and the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired CompaniesEscrow Agent; (iii) Evidencea Seller's General Release, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A)C, duly executed by each of the direct and designated indirect stockholders of the Company; (Biv) an opinion addressed to the PurchasersEmployment Agreement, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(BD, duly executed by Xx. Xxxxxxxx; (v) and (C) opinions addressed a Noncompetition Agreement, duly executed by Xx. Xxxxxxxx, in the form attached hereto as Exhibit E, relating to the Purchasers, obligation of Xx. Xxxxxxxx not to engage in competition with Purchaser and/or the agent under the Credit Agreements and the trustee under the Bond FinancingCompany; (vi) an Estoppel Certificate, dated as of a date not more than 5 days prior to the Closing Date, duly executed by the Colorado School of each Mines Research Institute, a Colorado not-for-profit corporation, relating to the Company's facility located at 0000 XxXxxxxx Xxxxxx, Golden, Colorado 80403, in form and substance satisfactory to Purchaser; (vii) a legal opinion of XxXxxx Xxxx Xxxxxxx & Xxxxxxx SCXxxxx, Wisconsin P.C., legal counsel to the SellersCompany, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellerseffect of Exhibit F hereto, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectivelyform satisfactory to Purchaser; and (viii) A certificate from Such other documents reasonably requested by Purchaser to confirm Seller's authority to sell and transfer the respective secretaries of each of GraniteShares to Purchaser. (b) Seller shall have delivered to the Escrow Agent the Escrow Agreement duly executed by Seller, LS Power and the Acquired Companies certifying and attaching copies of resolutions of executed stock assignments referred to in the board of directors and general partners of Granite, LS Power and Escrow Agreement. (c) The Escrow Agent shall have delivered to Purchaser the Acquired Companies approving Escrow Agreement duly executed by the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)Escrow Agent.

Delivery of Closing Documents. On At the Closing, SPFI shall deliver to WTSB such documents and certificates reasonably necessary to carry out the terms and provisions of this Agreement in form and substance reasonably satisfactory to WTSB, including the following (all of such actions constituting conditions precedent to WTSB’s obligations to close hereunder): (a) true, correct and complete copies of the Certificate of Formation of SPFI and the Certificate of Formation of Merger Sub, including all amendments thereto, duly certified as of a recent date by the TXSOS; (b) true, correct and complete copies of the Certificate of Formation of City Bank, including all amendments thereto, duly certified as of a recent date by the TDB; (c) certificates of existence, dated as of a recent date, issued by the TXSOS, duly certifying as to the existence of SPFI and Merger Sub under the laws of the State of Texas; (d) a certificate of corporate existence, dated as of a recent date, issued by the TDB, duly certifying the authorization of City Bank to transact the business of banking; (e) Statements of Franchise Tax Account Status for SPFI, Merger Sub and City Bank, dated as of a recent date, obtained through the website of the Texas Comptroller of Public Accounts (the “TCPA”); (f) a letter, dated as of a recent date, from the Federal Reserve Bank of Dallas, to the effect that SPFI is a registered bank holding company under the BHC Act; (g) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of City Bank are insured by the FDIC under the FDIA; (h) a certificate, dated as of the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, to the Purchasers originals of the following: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State SPFI, acting solely in his or equivalent Person her capacity as an officer of SPFI, pursuant to which SPFI shall certify (i) the jurisdiction due adoption by the SPFI Board corporate resolutions attached to such certificate authorizing the execution and delivery of incorporation or organization of each of Granitethis Agreement, LS Power and the Acquired Companiesother agreements and documents to which SPFI is a party contemplated hereby and thereby, and bylaws, partnership agreements or similar instruments, as amended, the consummation of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby thereby, including the Merger, and (together with an ii) the incumbency and signature certificate regarding each true signatures of those officers of SPFI duly authorized to act on its behalf in connection with (A) the officers signing execution and delivery of this Agreement and any other agreements and documents to which SPFI is a party contemplated hereby and thereby, and (B) the taking of all actions contemplated hereby and thereby on behalf of SPFI; (i) a certificate, dated as of the Closing Date, duly executed by the Secretary of City Bank, acting solely in his or her capacity as an officer of City Bank, pursuant to which City Bank shall certify (i) the due adoption by the board of directors of City Bank of corporate resolutions attached to such persons)certificate authorizing the execution and delivery of this Agreement and any other agreements and documents contemplated hereby, and the consummation of the transactions contemplated hereby; (ii) the approval by SPFI, as the sole shareholder of City Bank, of this Agreement, and the consummation of the transactions contemplated hereby; and (iii) the incumbency and true signatures of those officers of City Bank duly authorized to act on its behalf in connection with the execution and delivery of this Agreement and any other agreements and documents contemplated hereby, and the consummation of the transactions contemplated hereby, on behalf of City Bank; (j) a certificate duly executed by an executive officer of SPFI, acting solely in his capacity as an executive officer of SPFI, dated as of the Closing Date, certifying satisfaction of the conditions set forth in Section 9.01, Section 9.02 and Section 9.07; and (k) all other documents required to be delivered to WTSB by SPFI under the provisions of this Agreement and all other documents, certificates and instruments as are consistent with the terms of this Agreement and reasonably requested by WTSB or its counsel.

Delivery of Closing Documents. On At the Closing, Target shall deliver to Buyer such documents and certificates reasonably necessary to carry out the terms and provisions of this Agreement in form and substance satisfactory to Buyer, including the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): (a) a certificate, dated as of the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, to the Purchasers originals of the following: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State Target, acting solely in his or equivalent Person her capacity as an officer of Target, pursuant to which Target shall certify (i) the jurisdiction due adoption by the Target Board of incorporation or organization corporate resolutions attached to such certificate authorizing the execution and delivery of each of Granitethis Agreement and any other agreements and documents to which Target is a party contemplated hereby and thereby, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, consummation of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby thereby; (together with an ii) the approval by the shareholders of Target of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger; (iii) the incumbency and signature certificate regarding each true signatures of those officers of Target duly authorized to act on its behalf in connection with (A) the officers signing execution and delivery of this Agreement and any other agreements and documents to which Target is a party contemplated hereby and thereby, and (B) the taking of all actions contemplated hereby and thereby on behalf of Target; and (iv) a true and correct list of the record holders (A) of Target Common Stock and (B) the Target Options (including exercise price) as of the Closing Date; (b) a certificate, dated as of the Closing Date, duly executed by the Secretary of Target Bank, acting solely in his or her capacity as an officer of Target Bank, pursuant to which Target Bank shall certify (i) the due adoption by the Board of Directors of Target Bank (the “Target Bank Board”) of corporate resolutions attached to such personscertificate authorizing the execution and delivery of the Bank Merger Agreement and any other agreements and documents to which Target Bank is a party contemplated hereby and thereby, and the consummation of the transactions contemplated hereby and thereby, including the Bank Merger; (ii) the approval by Target, as the sole shareholder of Target Bank, of the Bank Merger Agreement, and the consummation of the transactions contemplated thereby, including the Bank Merger; and (iii) the incumbency and true signatures of those officers of Target Bank duly authorized to act on its behalf in connection with the execution and delivery of the Bank Merger Agreement and any other agreements and documents to which Target Bank is a party contemplated hereby and thereby, and the taking of all actions contemplated hereby and thereby on behalf of Target Bank; (c) a certificate duly executed by an executive officer of Target, acting solely in his capacity as an executive officer of Target, dated as of the Closing Date, certifying satisfaction of the conditions set forth in Section 8.01, Section 8.02 and Section 8.06; (d) as of the Effective Time (i) all Target Employee Plans (as defined in Section 3.30) required to be terminated by Buyer in writing before the Closing have been terminated in accordance with the terms of such Employee Plans, the Code, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and all other applicable Laws and that all affected participants have been notified of such terminations to the extent such notice is required by applicable Laws, and (ii) Seller shall have provided evidence reasonably satisfactory to Buyer of (i) of this subsection; (e) all consents and approvals listed on Confidential Schedule 3.07 of the Target Disclosure Schedules; (f) supplemental disclosure schedules as required by Section 5.13 and the Closing Date; (g) executed agreements, certificates of merger, certificates, and other documents necessary to consummate the Bank Merger; and (h) all other documents required to be delivered to Buyer by Target under the provisions of this Agreement and all other documents, certificates and instruments as are consistent with the terms of this Agreement and reasonably requested by Buyer or its counsel.

Delivery of Closing Documents. On At the Closing, Westbound shall have delivered to Guaranty such documents and certificates reasonably necessary to carry out the terms and provisions of this Agreement in form and substance satisfactory to Guaranty, including the following (all of such actions constituting conditions precedent to Guaranty’s obligations to close hereunder): (a) a certificate, dated as of the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, to the Purchasers originals of the following: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State Westbound, acting solely in his or equivalent Person her capacity as an officer of Westbound, pursuant to which Westbound shall certify (i) the jurisdiction due adoption by the Westbound Board of incorporation or organization corporate resolutions attached to such certificate authorizing the execution and delivery of each of Granitethis Agreement and any other agreements and documents to which Westbound is a party contemplated hereby and thereby, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, consummation of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby thereby; (together with an ii) the approval by the shareholders of Westbound of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger; (iii) the incumbency and signature certificate regarding each true signatures of those officers of Westbound duly authorized to act on its behalf in connection with (A) the officers signing execution and delivery of this Agreement and any other agreements and documents to which Westbound is a party contemplated hereby and thereby, and (B) the taking of all actions contemplated hereby and thereby on behalf of Westbound; and (iv) a true and correct list of the record holders (A) of Westbound Stock and (B) the Westbound Options (including exercise price) as of the Closing Date; (b) a certificate duly executed by an executive officer of Westbound, acting solely in his capacity as an executive officer of Westbound, dated as of the Closing Date, certifying satisfaction of the conditions set forth in Section 8.01, Section 8.02 and Section 8.06; (c) prior to the Effective Time, the Westbound Shareholder Agreement shall have been terminated by Westbound and the other parties thereto in accordance with the terms thereof; (d) as of the Effective Time (i) all Westbound Employee Plans (as defined in Section 3.29) required to be terminated by Guaranty in writing before the Closing have been terminated in accordance with the terms of such personsEmployee Plans, the Code, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and all other applicable Laws and that all affected participants have been notified of such terminations to the extent such notice is required by applicable Laws, and (ii) Seller shall have provided evidence reasonably satisfactory to Guaranty of (i) of this subsection; (e) all consents and approvals listed on Schedule 3.04 of the Disclosure Schedules; (f) supplemental disclosure schedules as required by Section 5.13 and the Closing Date; and (g) all other documents required to be delivered to Guaranty by Westbound under the provisions of this Agreement and all other documents, certificates and instruments as are consistent with the terms of this Agreement and reasonably requested by Guaranty or its counsel.

Delivery of Closing Documents. On 26.1 Two (2) Business Days prior to the Closing Completion Date, the Vendor will cause the Vendor’s Solicitors to deliver to the Purchaser’s Solicitors the following items, duly executed by the Vendor and in addition registrable form whenever appropriate, to any other documentsbe dealt with in accordance with Section 27: (a) a Form A – Freehold Transfer from the Nominee, certificates or agreements conveying legal title of the Lands to the Purchaser (the “Transfer”). For the purposes of delivering the required under this Agreementregisterable freehold transfer, the Sellers Purchaser acknowledges that title to the Lands will be held by the Nominee as registered owner and as nominee and bare trustee for the Vendor. The Purchaser hereby agrees to accept such registerable freehold transfer from the party which is registered owner on the Completion Date in fulfillment of the Vendor’s obligations under the Property Law Act (British Columbia); (b) a transfer of beneficial interest from the Vendor; (c) an assignment and assumption agreement in respect of all Contracts and Permits being assigned to and assumed by the Purchaser which shall deliverinclude a covenant by the Vendor in favour of the Purchaser to perform and observe all obligations thereunder prior to the Completion Date and to indemnify and save the Purchaser harmless in respect of the Vendor’s failure to do so, and a covenant by the Purchaser in favour of the Vendor to perform and observe all obligations thereunder from and after the Completion Date and to indemnify and save the Vendor harmless in respect of the Purchaser’s failure to do so; (d) an assignment of the Vendor’s interest in any guarantees, warranties or cause indemnities with respect to be deliveredthe Property, including the building systems within the Building, to the Purchasers originals extent assignable; (e) assignment of the followingVendor’s warranty rights under the Construction Contract; (f) as-built drawings for the Building; (g) all operation manuals and warranties, including but not limited to operation manuals and warranties for all building systems within the Building; (h) a statutory declaration from the Contractor addressed to the Vendor and the Purchaser that includes: (i) Certificates evidencing (A) all the date the Building was substantially completed or the date the payment certifier for the project issued a certificate of completion for the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i)Construction Contract; (ii) The resignations the Contractor has been paid in full by the Vendor all amounts owing under the Construction Contract and in respect of all change orders for the construction of the persons listed in Schedule 3.1(f)(ii) as directors completed Building and officers of the Acquired CompaniesVendor’s Works, or the outstanding amount which remains owing to the Contractor; (iii) Evidencethe Contractor has paid in full all subcontractors and suppliers with respect to the construction of the Building and the Vendor’s Works, including in respect of all change orders, or the outstanding amount owing or claimed to be owing to any unpaid subcontractor or supplier; and (iv) if the Contractor has any knowledge of a subcontractor or supplier that intends to file a claim of builder’s lien against the Lands and, to the best of the Contractor’s knowledge, the estimated amount of the potential lien claim; and (i) a xxxx of sale with respect to the Equipment, if any; (j) a vendor’s statement of adjustments; (k) a mutual undertaking to re-adjust pursuant to Section 23.3; (l) a certificate of the Vendor, dated as of the Completion Date, that certifies that each of the representations and warranties of the Vendor set out in this Agreement and any document to be delivered under this Agreement is true and accurate as of the Completion Date and that the Vendor has performed all of its covenants and obligations to be performed under this Agreement on or before the Completion Date; (m) a statutory declaration of a director or officer of each party comprising the Vendor declaring that the Vendor is not a non-resident for the purposes of section 116 of the Income Tax Act (Canada); (n) either: (i) registrable discharges of any mortgages, liens, charges and encumbrances against all or any part of the Property other than Permitted Encumbrances; or (ii) provided that an encumbrance other than a Permitted Encumbrance is in favour of a Canadian Schedule I chartered bank or other recognized financial institution, credit union or insurance company, solicitor’s undertakings in favour of and satisfactory to the Purchaser’s Solicitors providing for delivery and registration of discharges of any such encumbrance after Closing; and (o) such further deeds, acts, things, certificates and assurances as may be requisite in the reasonable opinion of the Purchaser’s Solicitors for more perfectly and absolutely assigning, transferring, conveying and assuring to and vesting in the Purchaser, title to the Property free and clear of any lien, charge, encumbrance or legal notation other than the Permitted Encumbrances as contemplated herein. 26.2 Two (2) Business Days prior to the Completion Date, the Purchaser will cause the Purchaser’s Solicitors to deliver to the Vendor’s Solicitors the following items, duly executed by the Purchaser and in registrable form whenever appropriate, to be dealt with in accordance with Section 27: (a) an assumption agreement with respect to the Permitted Encumbrances affecting the Lands and, if required pursuant to the terms of the Permitted Encumbrances, a direct covenant by the Purchaser with the other parties to such Permitted Encumbrances; (b) a certificate satisfactory to the Vendor’s Solicitors sufficient to relieve the Vendor of any obligation to collect and remit any GST, sales taxes or value add taxes, with respect to the sale of the Property to the Purchaser and an indemnity of the Vendor in respect thereof; (c) a certificate of the Purchaser, dated as of the Completion Date, that certifies that each of the representations and warranties of the Purchaser set out in this Agreement and any document to be delivered under this Agreement is true and accurate as of the Completion Date and that the Purchaser has performed all of its obligations and covenants to be performed under this Agreement on or before the Completion Date; (d) discharge of the Purchaser’s Mortgage; (e) such further documents as the Vendor’s Solicitors may reasonably require. 26.3 All documents referred to in Section 26.1 and Section 26.2 will be prepared by the Purchaser’s Solicitors to the extent that preparation is required, in a form reasonably satisfactory to the PurchasersPurchaser’s Solicitors and the Vendor’s Solicitors and, that all consents where applicable, in a form suitable for registration in the appropriate offices of public record. The Vendor and approvals referred the Purchaser will each deliver to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule or cause to be delivered after closing;to the other all such further documents and assurances as may be reasonably required to give full effect to the intent and meaning hereof. 26.4 On or before Closing, the Vendor will deliver to the Purchaser the following (to the extent that such items have not previously been delivered to the Purchaser): (iva) A certificate dated the Closing Date of each originally executed copies of the Sellers certifying as Contracts and Permits assigned to and assumed by the Purchaser, to the respective compliance by each extent within the control of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectivelyVendor; and (viiib) A certificate from all keys, passwords, and like devices for the respective secretaries of each of Granite, LS Power Lands and the Acquired Companies certifying and attaching copies of resolutions Building which are in the possession or control of the board of directors and general partners of GraniteVendor including, LS Power without limitation, master keys to all rentable space located within the Building and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)Lands.

Delivery of Closing Documents. On The Investor shall have received the Closing Datefollowing closing documents, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, form and substance satisfactory to the Purchasers originals Investor, and all of the followingwhich shall, except as specified below, be fully executed originals: (ia) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i)this Agreement; (iib) The resignations of a stock certificate representing the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired CompaniesPreferred Stock; (iiic) Evidencethe Warrants to be issued to the Investor; (d) the Amended and Restated Stockholders Agreement dated as of the date hereof between the Company and certain of its stockholders, in form reasonably and substance satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closingInvestor; (ive) A certificate dated the Closing Date a certificate, issued as of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amendeda recent date, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, Issuer as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companiesto its good standing in such jurisdiction; (vif) Certificates certificates of the Secretary of State of each jurisdiction in which the Issuer is qualified to do business as to its good standing for each in such jurisdictions and, where available and to the extent requested by the Investor, certificates of Granite, LS Power and the Acquired Companies from relevant state taxing authorities as to the State payment by the Issuer of Delaware and the states where all taxes in such Persons have their respective principal places of businessjurisdictions; (Ag) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financinga certificate, dated as of the Closing Date, of Skaddenthe secretary of the Issuer certifying (i) that the copies of its certificate of incorporation and bylaws attached thereto, Arpsas amended to date, Slateare true, Xxxxxxx & Xxxx LLPcomplete and correct, regulatory (ii) that the copies of the resolutions of the directors and corporate counsel for LS Powerstockholders of the Issuer, Granite authorizing the transactions contemplated by this Agreement and each of the other Transaction Documents (including the issuance of the Preferred Stock and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(AWarrants), attached thereto are true, complete and correct, (Biii) an opinion addressed as to the Purchasersincumbency of each Person executing this Agreement and each of the other Investment Documents on behalf of the Issuer, (iv) that the agent under copies of the Credit Agreements other Transaction Documents attached thereto are true, complete and correct; and (v) as to any other matters reasonably requested by the trustee under the Bond FinancingInvestor; (h) a certificate, dated as of the Closing Date, of Xxxxxthe president or chief executive officer of the Issuer certifying to the accuracy of the representations contained in SECTION 3.1; (i) copies of all material consents, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite waivers and amendments required in connection with the consummation of the transactions related to this Agreement and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the other Transaction Documents and the transactions contemplated hereby and thereby hereby; (together with an incumbency and signature certificate regarding each j) a consolidated pro forma balance sheet of the officers signing on behalf Issuer and its Subsidiaries as of March 31, 2001 in form consistent in all material respects with the Financial Statements; PROVIDED, HOWEVER, that such persons)pro forma balance sheet shall be subject to subsequent adjustments necessary to fully reflect the application of "purchase accounting" to the acquisition of the Acquired Business; and (k) a certificate, dated as of the Closing Date, from a Financial Officer of the Issuer certifying that the Issuer and its Subsidiaries, taken as a whole, are Solvent.

Delivery of Closing Documents. On the Closing Date, in addition to any other documents, certificates or agreements required under this AgreementAt Closing, the Sellers following shall deliver, or cause to be delivered, to the Purchasers originals of the followingoccur: ----------------------------- a) The Vendors shall: (i) Certificates evidencing (A) deliver to the Purchaser certificates respecting all of the FloriCulture Stock which certificates shall be Purchased shares duly endorsed in blank or accompanied by for transfer; (ii) cause the transfer of the Purchased shares to be duly executed stock powers registered and regularly recorded in the name of the Purchaser in the books and corporate records of the Acquired Corporations; (Biii) deliver to the Purchaser certificates respecting all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers issued shares of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; Corporations; (iv) A certificate dated deliver to the Closing Date of each Purchaser the minute books and corporate records of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); Acquired Corporations; (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and deliver to the Acquired Companies certified Purchaser the Consulting Agreement duly executed by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; Lxxxx Xxxxxx Conseils Inc.; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed deliver to the Purchasers, Purchaser the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), AB Employment Agreement duly executed by Bxxxxxxx; (Bvii) an opinion addressed deliver to the Purchasers, the agent under the Credit Agreements Purchaser a non-competition agreement and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectivelya non-disclosure agreement duly executed by Mxxxxx Co.; and (viii) A certificate from deliver to the respective secretaries of each of Granite, LS Power Purchaser a non-competition agreement and a non-disclosure agreement duly executed by Bxxxxxxx; (ix) deliver to the Acquired Companies certifying and attaching Purchaser duly certified copies of resolutions of the board directors of directors and general partners of Granite, LS Power and the Acquired Companies approving Corporations authorizing the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each transfer of the officers signing on behalf Purchased Shares to the Purchaser and of such persons)resolutions of the director and shareholder of Mxxxxx Co. authorizing the sale of shares of Javanaise Co. to the Purchaser; (x) execute receipts with respect to the payments received; (xi) deliver to the Purchaser the Escrow Agreement duly executed by the Vendors; (xii) Deliver releases in favor of the Acquired Corporations.

Delivery of Closing Documents. On the Closing Date, in addition to any other documents, certificates Sellers have delivered or agreements required under this Agreement, the Sellers shall deliver, or cause caused to be delivered, delivered to the Purchasers originals of the followingBuyer: (1) Appropriate instruments, including bills of sale and assignments, in form and substance satisfactory to counsel for Buyer, transferring and conveying to Buyer, free and clear of any lien or encumbrance except for Permitted Encumbrances, good and marketable title to the Acquired Assets. (2) All consents required to be obtained by Sellers pursuant to this Agreement. (3) A certificate by an officer of each Seller as to (i) Certificates evidencing (A) all the truth, accuracy and completeness of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers such Seller's representations and (B) all of the LSP-Cottage Grovewarranties hereunder, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations the full and complete performance by Sellers of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies;their obligations hereunder. (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv4) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified duly executed by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, Seller as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies due adoption of resolutions of the board of directors and general partners of Granite, LS Power stockholders and the Acquired Companies approving the Transaction Documents and Board of Directors of such Seller authorizing (i) the transactions contemplated hereby of Sellers by this Agreement, and thereby (together with an incumbency and signature certificate regarding each of ii) the officers signing on behalf of such persons)Sellers to do all acts and deeds necessary or appurtenant to the transactions contemplated of Sellers hereby. (5) Certificates from the New Hampshire Secretary of State and the appropriate governmental agency in Barbados as to the legal existence and good standing of each Seller. (6) Each Seller has ordered a certificate of tax good standing from the New Hampshire Department of Revenue Administration or the appropriate governmental agency in Barbados. In addition, each Seller has delivered a Treasurer's Certificate in a form satisfactory to Buyer. (7) Such other documents relating to the transactions contemplated by this Agreement, including originals of all Contracts assigned to Buyer pursuant to this Agreement, as required in this Agreement or as Buyer may reasonably request, or as may be reasonably requested by Buyer=s senior and junior lenders.

Delivery of Closing Documents. On At the Closing, Guaranty shall deliver to Westbound such documents and certificates reasonably necessary to carry out the terms and provisions of this Agreement in form and substance reasonably satisfactory to Westbound, including the following (all of such actions constituting conditions precedent to Westbound’s obligations to close hereunder): (a) a certificate, dated as of the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, to the Purchasers originals of the following: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State Guaranty, acting solely in his or equivalent Person her capacity as an officer of Guaranty, pursuant to which Guaranty shall certify (i) the jurisdiction due adoption by the Guaranty Board corporate resolutions attached to such certificate authorizing the execution and delivery of incorporation or organization of each of Granitethis Agreement, LS Power and the Acquired Companiesother agreements and documents to which Guaranty is a party contemplated hereby and thereby, and bylaws, partnership agreements or similar instruments, as amended, the consummation of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby thereby, including the Merger, and (together with an ii) the incumbency and signature certificate regarding each true signatures of those officers of Guaranty duly authorized to act on its behalf in connection with (A) the officers signing execution and delivery of this Agreement and any other agreements and documents to which Guaranty is a party contemplated hereby and thereby, and (B) the taking of all actions contemplated hereby and thereby on behalf of Guaranty; (b) a certificate, dated as of the Closing Date, duly executed by the Secretary of GBT, acting solely in his or her capacity as an officer of GBT, pursuant to which GBT shall certify (i) the due adoption by the board of directors of GBT of corporate resolutions attached to such persons)certificate authorizing the execution and delivery of this Agreement and any other agreements and documents contemplated hereby, and the consummation of the transactions contemplated hereby; (ii) the approval by Guaranty, as the sole shareholder of GBT, of this Agreement, and the consummation of the transactions contemplated hereby; and (iii) the incumbency and true signatures of those officers of GBT duly authorized to act on its behalf in connection with the execution and delivery of this Agreement and any other agreements and documents contemplated hereby, and the consummation of the transactions contemplated hereby, on behalf of GBT; (c) a certificate duly executed by an executive officer of Guaranty, acting solely in his capacity as an executive officer of Guaranty, dated as of the Closing Date, certifying satisfaction of the conditions set forth in Section 7.01, Section 7.02 and Section 7.09; and (d) all other documents required to be delivered to Westbound by Guaranty under the provisions of this Agreement and all other documents, certificates and instruments as are consistent with the terms of this Agreement and reasonably requested by Westbound or its counsel.

Delivery of Closing Documents. On (a) At the Closing DateClosing, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers SPX shall deliver, or cause to be delivered, to GE or the Purchasers originals of applicable Purchasing Entity the following: (i) Certificates evidencing (A) all of a stock certificate or certificates representing the FloriCulture Stock which certificates shall be Txxx Shares, duly endorsed in blank for transfer or accompanied by a stock power or powers duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i)blank; (ii) The resignations of a stock certificate or certificates representing the persons listed ISS Shares, duly endorsed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companiesblank for transfer or accompanied by a stock power or powers duly executed in blank; (iii) Evidencea stock certificate or certificates representing the Shanghai Shares, duly endorsed in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to blank for transfer or accompanied by a stock power or powers duly executed in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closingblank; (iv) A a stock certificate dated or certificates representing the Closing Date of each of the Sellers certifying as to the respective compliance Exxxxxx International Shares, duly endorsed in blank for transfer or accompanied by each of the Sellers with Sections 3.1(a), (b) and (c)a stock power or powers duly executed in blank; (v) The a stock certificate or certificates of incorporationrepresenting the Dongguan Shares, limited partnership duly endorsed in blank for transfer or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified accompanied by the Secretary of State a stock power or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companiespowers duly executed in blank; (vi) Certificates of good standing for each of Granitethe other SPX Transfer Documents, LS Power and duly executed by the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of businessappropriate transferor; (Avii) An opinion addressed releases, to the Purchasersextent obtained, from each guaranty given by any Member of the agent under EST Group in respect of any Indebtedness or other obligation of SPX or any of its Affiliates (other than the Credit EST Companies); (viii) the third party consents listed on Exhibit 5.4, if obtained; (ix) the Supply Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto (as Exhibit 3.1(f)(vii)(Adefined below), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectivelyduly executed by SPX; and (viiix) A certificate from the respective secretaries of each of GraniteTransitional Services Agreement (as defined below), LS Power and duly executed by SPX. (b) At the Acquired Companies certifying and attaching copies of resolutions of Closing, GE shall deliver to SPX: (i) duly executed Assumption Documents; (ii) the board of directors and general partners of GraniteSupply Agreements, LS Power and duly executed by GE; and (iii) the Acquired Companies approving Transitional Services Agreement, duly executed by GE. (c) At the Transaction Documents and Closing, GE will cause the transactions contemplated hereby and thereby Purchasing Entities to pay to SPX (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)SPX and the Other SPX Sellers) the Cash Purchase Price. Payment of the Cash Purchase Price shall be in U.S. dollars, and GE and the Purchasing Entities shall use their reasonable best efforts to make, and SPX and its Affiliates shall cooperate with GE and the Purchasing Entities in making, the payment no later than 12:00 p.m., New York City time, on the Closing Date by wire transfer of immediately available funds to an account or accounts of SPX at a bank or banks specified by SPX.

Delivery of Closing Documents. On The receipt by Lender of the Closing following, each dated as of the Effective Date for the Request, in form and substance satisfactory to Lender in all respects: (1) the Loan Documents relating to such Request including an Organizational Certificate; and (2) such other documents, instruments, approvals (and, if requested by Lender, certified duplicates of executed copies thereof) and opinions as Lender may reasonably request. With respect to any Additional Mortgaged Property or Future Advance, it shall be a condition precedent that Lender receive from Borrower each of the documents and reports required by Lender in connection with the addition of such Mortgaged Property to the Collateral Pool or making of such Future Advance and, each of the following, each dated as of the applicable Effective Date, in addition form and substance satisfactory to any other documents, certificates or agreements required under this Agreement, Lender in all respects (the Sellers shall deliver, or cause “Property-Related Documents”): (a) a commitment for the Title Policy applicable to be delivered, each Mortgaged Property being added and a pro forma Title Policy based on the commitment in the amount of title insurance afforded by the Title Policy for each Mortgaged Property being added to the Purchasers originals Collateral Pool (1) if tie-in endorsements are available for all or a portion of the following: (i) Certificates evidencing (A) Mortgaged Properties, in an aggregate amount equal to the combined Allocable Facility Amounts for all of the FloriCulture Stock which certificates shall be duly endorsed Mortgaged Properties covered by the tie-in blank or accompanied by duly executed stock powers and (B) all endorsements, not to exceed the amount of the LSPaggregate original principal amount of all Advances Outstanding, or (2) if a tie-Cottage Grovein endorsement is not available for any Mortgaged Property, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers then with respect to such Mortgaged Properties not subject to the collateral agent under tie-in endorsement an amount equal to one hundred twenty-five percent (125%) of the Bond Financing pursuant Valuation of such Mortgaged Property not subject to pledge agreements substantially the tie-in endorsement (or such lesser amount that is the form attached hereto as Exhibit 3.1(f)(imaximum allowed by law or regulation); (iib) a Security Instrument for each Additional Mortgaged Property. The resignations amount secured by each Security Instrument shall be equal to the aggregate original principal amount of the persons listed all Advances Outstanding in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companieseffect from time to time; (iiic) Evidencea title instruction letter directing the Title Company to file and/or record in all applicable jurisdictions, all applicable Loan Documents required by Lender to be filed or recorded, including duly executed and delivered original copies of the Security Instruments covering the applicable Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form reasonably and substance satisfactory to Lender and in form proper for recordation, as may be necessary in the Purchasersopinion of Lender to perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender, that and the payment of all consents taxes, fees and approvals referred to other charges payable in Schedule 4.1(d)(i) have been obtained other than those items specifically described in connection with such schedule to be delivered after closingexecution, delivery, recording and filing; (ivd) A certificate dated if the Closing Date of Title Policy for an Additional Mortgaged Property contains a tie-in endorsement (as available), an endorsement to each of Title Policy for each Mortgaged Property in the Sellers certifying as Collateral Pool containing a tie-in endorsement, adding a reference to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c)Additional Mortgaged Property; (ve) The certificates if required by Lender, amendments to this Master Agreement, the Notes and the existing Security Instruments, reflecting any Addition, Substitution or Future Advance and increase in the secured amount of incorporationeach Security Instrument, limited partnership or similar instrumentsif applicable, and, as amendedto any Security Instrument or Note so amended or if Lender determines that such endorsement is necessary to maintain the priority of the Lien created in favor of Lender with respect to the Outstanding Indebtedness or to maintain the validity of any Title Policy, the receipt by Lender of an endorsement to each Title Policy insuring the amended Security Instruments, amending the effective date of each of GraniteTitle Policy to the Effective Date and showing no additional exceptions to coverage other than the exceptions shown on the initial Effective Date for such Mortgaged Property, LS Power Permitted Encumbrances and the Acquired Companies certified other exceptions approved by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of GraniteLender, LS Power and the Acquired Companies, and bylaws, partnership together with any reinsurance agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified required by the respective secretaries of each of Granite, LS Power and the Acquired CompaniesLender; (vif) Certificates of good standing for each of Graniteclean UCC searches, LS Power judgment searches and the Acquired Companies from the State of Delaware tax lien searches on Borrower, Guarantor, and the states where such Persons have their respective principal places of businessSPE Owner and other Identified Parties; (Ag) An opinion addressed the Insurance Policy (or a certified copy of the Insurance Policy) applicable to the PurchasersAdditional Mortgaged Property; (h) unless waived by Lender, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed Survey applicable to the Purchasers, the agent under the Credit Agreements Additional Mortgaged Property and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(Bapproved by Lender (which shall be last revised no more than forty-five (45) and (C) opinions addressed days prior to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing applicable Effective Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons).;

Delivery of Closing Documents. On the Applicable Closing Date, in addition with respect to any other documentsthe Loans to be purchased on such date, certificates Seller shall deliver to Buyer or agreements required under this AgreementBuyer’s designee the following (collectively, the Sellers shall deliver, or cause to be delivered, to the Purchasers originals “Closing Documents”): (a) an originally executed and acknowledged assignment of the following: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock each Loan and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially security instruments for each Loan in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) EvidenceAttachment 2, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described or in such schedule other form as may be acceptable to be delivered after closing; Buyer and Seller for each Loan (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a“Mortgage Assignments”), selling, assigning, transferring and conveying to Buyer all right, title and interest of Seller in, to and under such Loan and the related Mortgage; (b) to the extent applicable, copies of all recorded intervening assignments of each Loan and the security instruments for each Loan by each prior owner thereof for each Loan, (c) copies of all other fully executed Loan Documents, all on the terms and conditions set forth in this Agreement, and (cd) copies of all Uniform Commercial Code financing statements and/or fixture filings filed in connection with the Loans to Buyer to be amended by Buyer (the “UCC Assignments”); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vie) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially an originally executed Assignment in the form attached hereto as Exhibit 3.1(f)(vii)(A)of Attachment 4 to this Agreement. The Closing Documents shall be without recourse, (B) an opinion addressed to the Purchasersrepresentation or warranty of any kind or nature; provided, the agent under the Credit Agreements and the trustee under the Bond Financinghowever, dated that such qualifying language in the Closing Documents shall not affect, limit or enlarge the obligations of Seller or the rights, remedies or recourse of Buyer under this Agreement. Seller shall prepare the Closing Documents at its cost and expense and shall provide proposed final, unexecuted versions thereof to Buyer on or before the Applicable Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel . Each Mortgage Assignment shall be in proper form for LS Power, Granite and the Acquired Companies, substantially recording in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to appropriate jurisdiction where the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)related Mortgaged Property is located.

Delivery of Closing Documents. On At the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers Company and Xxxxxxx shall deliverhave delivered, or cause shall have caused to be delivered, to the Purchasers originals of Purchasers, all in form and substance satisfactory to the Purchasers, the following: (ia) Certificates evidencing (A) all Executed copies of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock Voting Agreement and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially Registration Rights Agreement in the forms attached hereto as Exhibit 3.1(f)(vii) (C) C and Exhibit 3.1(f)(vii)(D)D, respectively; (b) Certificates issued by (i) the Secretary of State (or similar authority) of the States of organization of the Company and its Subsidiaries (other than inactive Subsidiaries) certifying that the Company and its Subsidiaries have legal existence and are in good standing; and (ii) the Secretary of State (or similar authority) of each jurisdiction in which the Company or its Subsidiaries have qualified to do business as a foreign corporation as to such foreign qualification; (c) Executed copies of an agreement extending the term of the Investment Banking Agreement dated January 7, 1999 between the Company and Xxxxx Xxxx & Company, L.L.C. ("Xxxxx Xxxx") to January 7, 2001 upon the same terms and conditions; provided, however, that no fee shall be charged by Xxxxx Xxxx under the existing or any extended Investment Banking Agreement with respect to the transactions contemplated herein; (d) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers; (e) Stock certificates issued, or instructions to the Company's Transfer Agent to issue stock certificates, in the names of the Purchasers for the shares set forth opposite each Purchaser's name in Exhibit B; (f) Purchase Warrants issued in the names of the Purchasers as set forth opposite each Purchasers name in Exhibit B; and (viiig) A certificate from Such other supporting documents and certificates as the respective secretaries of each of Granite, LS Power Purchasers may reasonably request and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)as may be required pursuant to this Agreement.

Delivery of Closing Documents. On At the Closing, Buyer shall deliver to Target such documents and certificates reasonably necessary to carry out the terms and provisions of this Agreement in form and substance reasonably satisfactory to Target, including the following (all of such actions constituting conditions precedent to Target’s obligations to close hereunder): (a) a certificate, dated as of the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, to the Purchasers originals of the following: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State Buyer, acting solely in his or equivalent Person her capacity as an officer of Buyer, pursuant to which Buyer shall certify (i) the jurisdiction due adoption by the Board of incorporation or organization Directors of each Buyer (the “Buyer Board”) of Granitecorporate resolutions attached to such certificate authorizing the execution and delivery of this Agreement, LS Power and the Acquired Companiesother agreements and documents to which Buyer is a party contemplated hereby and thereby, and bylaws, partnership agreements or similar instruments, as amended, the consummation of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby thereby, including the Merger, and (together with an ii) the incumbency and signature certificate regarding each true signatures of those officers of Buyer duly authorized to act on its behalf in connection with (A) the officers signing execution and delivery of this Agreement and any other agreements and documents to which Buyer is a party contemplated hereby and thereby, and (B) the taking of all actions contemplated hereby and thereby on behalf of Buyer; (b) a certificate, dated as of the Closing Date, duly executed by the Secretary of Acquiring Bank, acting solely in his or her capacity as an officer of Acquiring Bank, pursuant to which Acquiring Bank shall certify (i) the due adoption by the Board of Directors of Acquiring Bank (the “Acquiring Bank Board”) of corporate resolutions attached to such persons)certificate authorizing the execution and delivery of the Bank Merger Agreement and any other agreements and documents contemplated hereby and thereby, and the consummation of the transactions contemplated hereby and thereby, including the Bank Merger; (ii) the approval by Buyer, as the sole shareholder of Acquiring Bank, of the Bank Merger Agreement, and the consummation of the transactions contemplated hereby and thereby, including the Bank Merger; and (iii) the incumbency and true signatures of those officers of Acquiring Bank duly authorized to act on its behalf in connection with the execution and delivery of the Bank Merger Agreement and any other agreements and documents contemplated hereby and thereby, and the consummation of the transactions contemplated hereby and thereby, on behalf of Acquiring Bank; (c) a certificate duly executed by an executive officer of Buyer, acting solely in his capacity as an executive officer of Buyer, dated as of the Closing Date, certifying satisfaction of the conditions set forth in Section 7.01, Section 7.02 and Section 7.09; (d) all consents and approvals listed on Confidential Schedule 4.07 of the Buyer Disclosure Schedules; (e) supplemental disclosure as required by Section 6.11; (f) executed agreements, certificates of merger, certificates, as applicable, and other documents necessary to consummate the Bank Merger; and (g) all other documents required to be delivered to Target by Buyer under the provisions of this Agreement and all other documents, certificates and instruments as are consistent with the terms of this Agreement and reasonably requested by Target or its counsel.

Delivery of Closing Documents. On The Purchaser shall have received the Closing Datefollowing closing documents, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, form and substance satisfactory to the Purchasers originals Purchaser, and all of the followingwhich shall, except as specified below, be fully executed originals: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i)Series B Note; (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired CompaniesSeries B Warrant; (iii) Evidencea copy of the gmi Acquisition Documents, in form reasonably satisfactory to certified by the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule secretary of the Company to be delivered after closingtrue, correct and complete; (iv) A certificate dated certificates of the Closing Date Secretary of State (or the foreign local law equivalent) of the jurisdictions of incorporation, formation or organization of the Company, gmi and each of the Sellers certifying their respective Subsidiaries as to the respective compliance by good standing (or the foreign local law equivalent) of the Company, gmi and each of their respective Subsidiaries in such jurisdictions as of a date within five business days prior to the Sellers with Sections 3.1(a), (b) and (c)gmi Closing Date; (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State (or equivalent the foreign local law equivalent) of each jurisdiction in which the Company, gmi and each of their respective Subsidiaries are qualified to do business as to their good standing (or the foreign local law equivalent) in such jurisdictions and, where available, certificates of the relevant state taxing authorities as to the payment by such Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companiesall taxes in such jurisdictions; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financingcertificate, dated as of the gmi Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory the (A) president and corporate counsel for LS Power, Granite chief operating officer and (B) chief financial officer and treasurer of the Acquired CompaniesCompany, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(Aof EXHIBIT 4A(j)(viii), stating that the conditions specified in Section 44 have been fully satisfied; (Bvii) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financingcertificates, dated as of the gmi Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form of EXHIBIT 4A(j)(ix), of the respective secretaries of the Company and each of its Subsidiaries certifying (A) that the copies of the certificate or articles of incorporation, formation or organization and bylaws, regulations or other organizational and governing documents of the Company and each of its Subsidiaries, attached hereto thereto and as Exhibit 3.1(f)(vii)(Bamended to date, are true, complete and correct, (B) that the copies of the resolutions of the directors, managers, partners, members and shareholders of the Company, authorizing the transactions contemplated by this Agreement and each of the Transaction Documents (including the issuance of the Notes and the Warrants and reserving shares of Common Stock issuable upon exercise of the Series B Warrant attached thereto are true, complete and correct, (C) opinions addressed as to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, incumbency of each Person executing this Agreement and each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the SellersTransaction Documents on behalf of the Company or any of its Subsidiaries, and Xxxxxxx, Street and Deinard, Minnesota counsel (D) as to any other matters reasonably requested by the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectivelyPurchaser; and (viii) A certificate from copies of the respective secretaries consents, waivers and amendments to be obtained by the Company and gmi pursuant to the provisions of each of GraniteSection 4B(d)13, LS Power 17 and the Acquired Companies certifying and attaching copies insurance policies to be maintained by the Company pursuant to the provisions of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)Section 7(n)40.

Delivery of Closing Documents. (a) On or before the Closing Date, in addition to any other documents, certificates the Seller shall deliver or agreements required under this Agreement, arrange for the Sellers shall deliver, or cause to be delivered, delivery to the Purchasers originals of the followingBuyer: (i) Certificates evidencing all necessary deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documentation necessary or reasonably required to transfer the Purchased Assets to the Buyer with good title thereto, free and clear of all Encumbrances, except for Permitted Encumbrances in registrable form, as applicable; (Aii) all payment of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all amount of the LSP-Cottage GroveForestry Liabilities pursuant to Section 3.3; (iii) a certificate of a senior officer of the Seller (in his or her representative and not personal capacity), Inc. Stock dated the Closing Date with respect to Subsection 12.1(a) and 12.1(b); (iv) a copy certified by a senior officer of the Seller (in his or her representative and not personal capacity) as of the Closing Date of the resolution of the directors of the Seller authorizing the execution, delivery and performance by the Seller of this Agreement and any material documents to be provided by it pursuant to the provisions of this Agreement; (v) the GST election pursuant to Section 4.1(c) duly signed by the Seller; (vi) the Transitional Services Agreement and Litigation Management Agreement duly signed by the Seller; (vii) an opinion of the Seller’s counsel in form and substance satisfactory to the Buyer and the LSP-Whitewater IBuyer’s counsel, Inc. Stock which shall acting reasonably; (viii) the Closing Consents to be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged delivered by the respective Purchasers Seller; (ix) the lease and sublease documents for Trus Joist, Tokyo and 900 X. Xxxxxxx; and (x) such other documents relevant to the collateral agent under closing of the Bond Financing transactions contemplated hereby as the Buyer, acting reasonably, may request. (b) On or before the Closing Date, the Buyer shall deliver or arrange for the delivery to the Seller: (i) confirmation of payment of the amount of $1,221,500,000 (as adjusted by Section 3.12(b)) and the Net Working Capital Estimate pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(iSubsection 3.2(a); (ii) The resignations all documents necessary or reasonably required with respect to the assumption by the Buyer from and after the Time of Closing of the persons listed Assumed Liabilities, including without limitation, an assumption agreement with respect to the Assumed Liabilities each in Schedule 3.1(f)(ii) as directors form and officers of substance acceptable to the Acquired CompaniesSeller and Buyer acting reasonably; (iii) Evidencecopies certified by a senior officer of the Buyer (in his or her representative and not personal capacity) as of the Closing Date of the resolution of the directors of the Buyer authorizing the execution, in form reasonably satisfactory delivery and performance by the Buyer of this Agreement and any documents to be provided by it pursuant to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closingprovisions of this Agreement; (iv) A a certificate of a senior officer of the Buyer (in his or her representative and not personal capacity) dated the Closing Date of each of the Sellers certifying as pursuant to the respective compliance by each of the Sellers with Sections 3.1(a), (bSubsection 12.2(a) and (c12.2(b); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified GST election pursuant to Section 4.1(c) duly signed by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired CompaniesBuyer; (vi) Certificates of good standing for each of Granite, LS Power the Transitional Services Agreement and Litigation Management Agreement duly signed by the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of businessBuyer; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (Bvii) an opinion addressed of the Buyer’s counsel in form and substance satisfactory to the Purchasers, the agent under the Credit Agreements Seller and the trustee under Seller’s counsel, acting reasonably; (viii) the Bond Financinglease and sublease documents for Trus Joist, dated Tokyo and 900 Xxxx Xxxxxxx; (ix) the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and Consents to be delivered by the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectivelyBuyer; and (viiix) A certificate from such other documents relevant to the respective secretaries closing of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of as the officers signing on behalf of such persons)Seller, acting reasonably, may request.

Delivery of Closing Documents. On At the Closing, WTSB shall have delivered to SPFI such documents and certificates reasonably necessary to carry out the terms and provisions of this Agreement in form and substance satisfactory to SPFI, including the following (all of such actions constituting conditions precedent to SPFI’s obligations to close hereunder): (a) true, correct and complete copies of the Articles of Association of WTSB, including all amendments thereto, duly certified as of a recent date by the TDB; (b) a certificate of corporate existence, dated as of a recent date, issued by the TDB, duly certifying the authorization of WTSB to transact the business of banking; (c) a Statement of Franchise Tax Account Status for WTSB, dated as of a recent date, obtained through the website of the TCPA; (d) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of WTSB are insured by the FDIC under the FDIA; (e) a certificate, dated as of the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, to the Purchasers originals of the following: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State WTSB, acting solely in his or equivalent Person her capacity as an officer of WTSB, pursuant to which WTSB shall certify (i) the jurisdiction due adoption by the WTSB Board of incorporation or organization corporate resolutions attached to such certificate authorizing the execution and delivery of each of Granitethis Agreement and any other agreements and documents to which WTSB is a party contemplated hereby and thereby, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, consummation of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectively; and (viii) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby thereby; (together with an ii) the approval by the Shareholders of this Agreement, and the consummation of the transactions contemplated hereby, by the Required WTSB Vote; (iii) the incumbency and signature certificate regarding each true signatures of those officers of WTSB duly authorized to act on its behalf in connection with (A) the officers signing execution and delivery of this Agreement and any other agreements and documents to which WTSB is a party contemplated hereby and thereby, and (B) the taking of all actions contemplated hereby and thereby on behalf of WTSB; and (iv) a true and correct list of the record holders of shares of WTSB Stock as of the Closing Date; (f) a certificate duly executed by an executive officer of WTSB, acting solely in his capacity as an executive officer of WTSB, dated as of the Closing Date, certifying satisfaction of the conditions set forth in Section 10.01, Section 10.02 and Section 10.06; (g) prior to the Effective Time, WTSB shall have caused the Articles of Association of WTSB to be amended to remove Article Seventh therein; (h) as of the Effective Time, WTSB shall have terminated those certain Stock Restriction Agreements, dated as of or about June 30, 2014, by and among WTSB and the Shareholders; (i) as of the Effective Time (i) all Employee Plans (as defined in Section 4.31) required to be terminated by SPFI in writing before the Closing have been terminated in accordance with the terms of such persons)Employee Plans, the Code, ERISA, and all other applicable Laws and that all affected participants have been notified of such terminations to the extent such notice is required by applicable Laws, and (ii) WTSB shall have provided evidence reasonably satisfactory to SPFI of (i) of this subsection; (j) all consents and approvals listed on Schedule 4.13 of the Disclosure Schedules; (k) supplemental disclosure schedules as required by Section 6.12 and the Closing Date; and (l) all other documents required to be delivered to SPFI by WTSB under the provisions of this Agreement and all other documents, certificates and instruments as are consistent with the terms of this Agreement and reasonably requested by SPFI or its counsel.

Delivery of Closing Documents. On the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers The Company and Parent shall deliverhave delivered, or cause shall have caused to be delivered, to the Purchasers originals of Buyer, all in form and substance satisfactory to Buyer, the following: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank on or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers prior to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i)date hereof, Payoff Letters from each holder of Closing Indebtedness; (ii) The resignations on or prior to the date hereof, a certificate executed by an authorized officer of the persons listed in Schedule 3.1(f)(ii) as directors Company and officers of Parent enclosing the Acquired CompaniesPre-Closing Statement; (iii) Evidencea certificate executed by an authorized officer of the Company and Parent, dated as of the Closing Date, certifying as the satisfaction of each of the conditions set forth in form reasonably satisfactory to the PurchasersSections 7.1, that all consents 7.2, 7.3 and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing7.4; (iv) A a certificate of the Secretary of the Company, dated as of the Closing Date of each of the Sellers Date, certifying as to (i) the respective compliance by each incumbency of officers of the Sellers with Sections 3.1(a)Company executing documents executed and delivered in connection herewith, (bii) the copies of the Certificate of Formation and the LLC Agreement as in effect on the Closing Date, (iii) a copy of the resolutions of the Company’s board of directors and sole member authorizing and approving the applicable matters contemplated hereunder, and (c)iv) certificates of the secretary of state of the jurisdiction in which the Company is organized and each jurisdiction in which the Company is qualified to do business stating that the Company is in good standing; (v) The certificates a certificate of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person Parent, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Parent executing documents executed and delivered in connection herewith, (ii) the copies of the Certificate of Incorporation and the Bylaws of Parent as in effect on the Closing Date, (iii) a copy of the resolutions of Parent’s board of directors authorizing and approving the applicable matters contemplated hereunder, (iv) a certificate of the secretary of state of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companiesin which Parent is organized stating that Parent is in good standing, and bylaws(v) delivery of the fairness opinion of Xxxxxxx Lynch, partnership agreements or similar instrumentsPierce, Xxxxxx & Xxxxx Incorporated, dated as amendedof the date of this Agreement, to Parent’s board of each directors reasonably acceptable to Parent’s board of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companiesdirectors; (vi) Certificates an affidavit of good standing Parent, in a form reasonably satisfactory to Buyer, stating under penalties of perjury Parent’s U.S. taxpayer identification number and that Parent is not a foreign person within the meaning of Section 1445(b)(2) of the Code or a disregarded entity for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D), respectivelyU.S. federal income tax purposes; and (viiivii) A certificate from the respective secretaries of each of Granite, LS Power such other supporting documents and the Acquired Companies certifying certificates as Buyer may reasonably request and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)as may be required pursuant to this Agreement.

Delivery of Closing Documents. On the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers Company and ----------------------------- each Founder shall deliverhave delivered, or cause shall have caused to be delivered, to the Purchasers originals of Investors, all in form and substance satisfactory to the Investors, the following: (ia) Certificates evidencing (A) all Executed copies of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of Stockholders Agreement, the LSP-Cottage GroveRegistration Rights Agreement, Inc. Stock the Indemnification Agreement and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially Voting Agreement in the forms attached hereto as Exhibit 3.1(f)(vii) (C) E, Exhibit F and Exhibit 3.1(f)(vii)(D)G and --------- --------- --------- Exhibit H, respectively; --------- (b) Certificates issued by (i) the Secretary of State of the State of Delaware certifying that the Company has legal existence and is in good standing; and (ii) the Secretary of State (or similar authority) of each jurisdiction in which the Company has qualified to do business as a foreign corporation (or is required to be so qualified) as to such foreign qualification; (c) A certificate executed by the President of the Company as to the matters contemplated by Section 4.2, and to the further effect that the business of the Company has been operated only in the ordinary course since the date of the Base Balance Sheet (including without limitation that there have been no material asset sales or dividends or distributions to stockholders since such date) except as indicated in such certificate; (d) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers; (e) Certificates evidencing the Convertible Preferred Shares, Redeemable Preferred Shares, Common Shares and the Warrant to be purchased by the Investors hereunder; and (viiif) A certificate from Such other supporting documents and certificates as the respective secretaries of each of Granite, LS Power Investors may reasonably request and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)as may be required pursuant to this Agreement.

Delivery of Closing Documents. On The Purchaser shall have received the Closing Datefollowing closing documents, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers shall deliver, or cause to be delivered, form and substance satisfactory to the Purchasers originals Purchaser, and all of the followingwhich shall, except as specified below, be fully executed originals: (i) Certificates evidencing (A) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i)this Agreement; (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired CompaniesNote; (iii) Evidencea copy of the Credit Documents, in form reasonably satisfactory to certified by the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule secretary or an assistant secretary of the Company to be delivered after closingtrue, correct and complete; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c)Acquisition Documents; (v) The long form certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction jurisdictions of incorporation incorporation, formation or organization of the Company and each of Granite, LS Power its Subsidiaries as to the good standing of the Company and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and its Subsidiaries in such jurisdictions as of a date within five Business Days prior to the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired CompaniesClosing Date; (vi) Certificates certificates of the Secretary of State of each jurisdiction in which the Company and each of its Subsidiaries are qualified to do business as to their good standing for each in such jurisdictions and, where available, certificates of Granite, LS Power and the Acquired Companies from relevant state taxing authorities as to the State payment by such Person of Delaware and the states where all taxes in such Persons have their respective principal places of businessjurisdictions; (Avii) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financingcertificate, dated as of the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory the chief executive officer and corporate counsel for LS Power, Granite and chief financial officer of the Acquired CompaniesCompany, substantially in the form attached hereto as of Exhibit 3.1(f)(vii)(A4(h)(vii), stating that the conditions specified in Section 4 have been fully satisfied; (Bviii) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financingcertificates, dated as of the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form of Exhibit 4(h)(viii), of the respective secretaries of the Company and each of its Subsidiaries certifying (A) that the copies of the certificate or articles of incorporation, formation or organization and bylaws or other organizational and governing documents of the Company and each of its Subsidiaries, attached hereto thereto and as Exhibit 3.1(f)(vii)(Bamended to date, are true, complete and correct, (B) that the copies of the resolutions of the directors, managers, partners, members and shareholders of the Company, authorizing the transactions contemplated by this Agreement and each of the Transaction Documents (including the issuance of the Note) and the escrowing of shares of Capital Stock of the Parent attached thereto are true, complete and correct, (C) opinions addressed as to the Purchasersincumbency of each Person executing this Agreement and each of the Transaction Documents on behalf of the Company or any of its Subsidiaries, and (D) as to any other matters reasonably requested by the Purchaser. (ix) copies of the consents, waivers and amendments to be obtained by the Company pursuant to the provisions of Section 4(e), the agent under Financial Statements to be provided by the Credit Agreements Company pursuant to the provisions of Section 4(g) and the trustee under insurance policies to be maintained by the Bond FinancingCompany pursuant to the provisions of Section 7(g); (x) certificate, dated as of the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially in the forms attached hereto as form of Exhibit 3.1(f)(vii) (C) and Exhibit 3.1(f)(vii)(D4(h)(x), respectively; and (viii) A certificate from of the respective secretaries chief executive officer and chief financial officer of the Company and each of Granite, LS Power and its Subsidiaries as to the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf solvency of such persons).Person;

Delivery of Closing Documents. On At the Closing Date, in addition to any other documents, certificates or agreements required under this Agreement, the Sellers Company and Gixxxxx shall deliverhave delivered, or cause shall have caused to be delivered, to the Purchasers originals of Purchasers, all in form and substance satisfactory to the Purchasers, the following: (ia) Certificates evidencing (A) all Executed copies of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock Voting Agreement and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(i); (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(A), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, substantially in the form attached hereto as Exhibit 3.1(f)(vii)(B) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, substantially Registration Rights Agreement in the forms attached hereto as Exhibit 3.1(f)(vii) (C) C and Exhibit 3.1(f)(vii)(D)D, respectively; (b) Certificates issued by (i) the Secretary of State (or similar authority) of the States of organization of the Company and its Subsidiaries (other than inactive Subsidiaries) certifying that the Company and its Subsidiaries have legal existence and are in good standing; and (ii) the Secretary of State (or similar authority) of each jurisdiction in which the Company or its Subsidiaries have qualified to do business as a foreign corporation as to such foreign qualification; (c) Executed copies of an agreement extending the term of the Investment Banking Agreement dated January 7, 1999 between the Company and Boxxx Xnxx & Company, L.L.C. ("Boxxx Xnxx") to January 7, 2001 upon the same terms and conditions; provided, however, that no fee shall be charged by Boxxx Knxx xnder the existing or any extended Investment Banking Agreement with respect to the transactions contemplated herein; (d) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers; (e) Stock certificates issued, or instructions to the Company's Transfer Agent to issue stock certificates, in the names of the Purchasers for the shares set forth opposite each Purchaser's name in Exhibit B; (f) Purchase Warrants issued in the names of the Purchasers as set forth opposite each Purchasers name in Exhibit B; and (viiig) A certificate from Such other supporting documents and certificates as the respective secretaries of each of Granite, LS Power Purchasers may reasonably request and the Acquired Companies certifying and attaching copies of resolutions of the board of directors and general partners of Granite, LS Power and the Acquired Companies approving the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each of the officers signing on behalf of such persons)as may be required pursuant to this Agreement.

Delivery of Closing Documents. On the Closing Date, in addition to any other documentsthe Company and the Selling Stockholders, certificates or agreements required under this Agreementas the case may be, the Sellers shall deliverhave delivered, or cause shall have caused to be delivered, to the Purchasers originals of Investors (or shall have caused to be delivered to the followingInvestors), all in form and substance satisfactory to the Investors, the following documents: (ia) Certificates evidencing a Stockholders Agreement (Atogether with the Consent of Spouse attached thereto, if applicable) all of the FloriCulture Stock which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers and (B) all of the LSP-Cottage Grove, Inc. Stock and the LSP-Whitewater I, Inc. Stock which shall be duly endorsed in blank or accompanied by duly executed stock powers and shall be simultaneously pledged by the respective Purchasers to the collateral agent under the Bond Financing pursuant to pledge agreements substantially in the form attached hereto as Exhibit 3.1(f)(iH (the "Stockholders Agreement"), executed by each Founding Stockholder named therein and the Company; (ii) The resignations of the persons listed in Schedule 3.1(f)(ii) as directors and officers of the Acquired Companies; (iii) Evidence, in form reasonably satisfactory to the Purchasers, that all consents and approvals referred to in Schedule 4.1(d)(i) have been obtained other than those items specifically described in such schedule to be delivered after closing; (iv) A certificate dated the Closing Date of each of the Sellers certifying as to the respective compliance by each of the Sellers with Sections 3.1(a), (b) and (c); (v) The certificates of incorporation, limited partnership or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation or organization of each of Granite, LS Power and the Acquired Companies, and bylaws, partnership agreements or similar instruments, as amended, of each of Granite, LS Power and the Acquired Companies, certified by the respective secretaries of each of Granite, LS Power and the Acquired Companies; (vi) Certificates of good standing for each of Granite, LS Power and the Acquired Companies from the State of Delaware and the states where such Persons have their respective principal places of business; (A) An opinion addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, regulatory and corporate counsel for LS Power, Granite and the Acquired Companies, a Registration Rights Agreement substantially in the form attached hereto as Exhibit 3.1(f)(vii)(AI (the "Registration Rights Agreement"), (B) an opinion addressed to the Purchasers, the agent under the Credit Agreements executed by each Founding Stockholder named therein and the trustee under the Bond Financing, dated the Closing Date, of Xxxxx, Xxxxx & Xxxxxx, regulatory counsel for LS Power, Granite and the Acquired Companies, Company; (c) a Non-Competition Agreement substantially in the form attached hereto as Exhibit 3.1(f)(vii)(BJ-1, executed by each Founding Stockholder, other than Kennxxx X. Xxxxx, xxd also executed by Jerrx Xxxer; (d) and (C) opinions addressed to the Purchasers, the agent under the Credit Agreements and the trustee under the Bond Financing, dated the Closing Date, of each of XxXxxx Xxxx & Xxxxxxx SC, Wisconsin counsel to the Sellers, and Xxxxxxx, Street and Deinard, Minnesota counsel to the Sellers, a General Release substantially in the forms form attached hereto as Exhibit 3.1(f)(viiK, executed by each Selling Stockholder; (e) a Consent of Spouse in substantially the form of Exhibit L attached hereto, executed by the spouse of each Founding Stockholder; (Cf) to the extent Cendant Corporation participates in the transactions contemplated hereby, the Cendant Termination and Exhibit 3.1(f)(vii)(DNon-Competition Agreement (as defined in Section 5.16), respectively; andexecuted by Cendant Corporation, the Company, Kennxxx X. Xxxxx xxx Willxxx X. Xxxx; (viiig) Certificates issued by (i) the Secretary of State of the State of Tennessee certifying that each of the Company and its Subsidiaries has legal existence and is in good standing; and (ii) the Secretary of State (or similar authority) of each jurisdiction in which each of the Company and its Subsidiaries has qualified to do business as a foreign corporation as to such foreign qualification; (h) Certificates executed by the President of the Company and the Stockholders' Representative (on behalf of the Selling Stockholders) to the effect that the representations and warranties of the Company and the Selling Stockholders, including, without limitation, as to the matters set forth in Section 2.5(b) hereof, are true and correct on and as of the Closing Date shall have been delivered to the Investors. (i) A certificate from the respective secretaries of each of Granite, LS Power and the Acquired Companies certifying and attaching copies of resolutions of the board Secretary of directors and general partners of Granite, LS Power and the Acquired Companies approving Company which shall certify the Transaction Documents and the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding each names of the officers signing on behalf of the Company authorized to sign this Agreement and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such persons)officers; (j) A certificate of the Chief Financial Officer of the Company to the effect that the representations and warranties of the Company set forth in Section 2.5(b) hereof is true as of the Closing Date; (k) A certificate of the Chief Financial Officer of the Company to the effect that the June Financials were prepared in accordance with past practices and generally accepted accounting principles and that, if appropriate, the amounts set forth therein satisfy the minimum targets set forth in Section 5.5. (l) Such other supporting documents and certificates as the Investors may reasonably request and as may be required pursuant to this Agreement.