Common use of Documentation at Closing Clause in Contracts

Documentation at Closing. The Purchasers shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchasers: (i) A Registration Rights Agreement executed by the Company, substantially in the form attached as Exhibit G hereto (the "Registration Rights Agreement"); (ii) The Certificate of Designation, adopted by the Board of Directors of the Company, as attested by the Secretary or an Assistant Secretary of the Company and filed with the Department of Consumer & Industry Services of the State of Michigan; (iii) A certified copy of the Company's Restated Articles of Incorporation, as amended and the Company's Bylaws; a certified copy of the resolutions of the Board of Directors evidencing approval of the Basic Documents, the Units, the Preferred Shares, the Warrants and other matters contemplated hereby; and certified copies of all documents evidencing other necessary corporate, shareholder or other action and governmental approvals, if any, with respect to the execution, delivery and performance of the Basic Documents, the Units, the Preferred Shares and the Warrants; (iv) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers authorized to sign this Agreement and the other Basic Documents and issue the Units, the Shortfall Warrants and the Litigation Warrants on behalf of the Company, together with the true signatures of such officers. The Purchasers may rely conclusively on such certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;

Documentation at Closing. The Purchasers Purchaser shall have received prior ------------------------ to or at the Closing all of the following, each in form and substance satisfactory to the PurchasersPurchaser and its counsel: (i) A Registration Rights Agreement executed by the Company, substantially in the form attached as Exhibit G hereto (the "Registration Rights Agreement"); (ii) The Certificate of Designation, adopted by the Board of Directors of the Company, as attested by the Secretary or an Assistant Secretary of the Company and filed with the Department of Consumer & Industry Services of the State of Michigan; (iiia) A certified copy of all charter documents of the Company's Restated Articles of Incorporation, as amended and the Company's Bylaws; a certified copy of the resolutions of the Board of Directors of the Company evidencing approval of the Basic Documentsthis Agreement, the Units, the Preferred Purchased Shares, the Warrants Warrants, and other matters contemplated hereby; a certified copy of the By-laws of the Company; and certified copies of all documents evidencing other necessary corporate, shareholder corporate or other action and governmental approvals, if any, with respect to the execution, delivery and performance of the Basic Documentsthis Agreement, the Units, the Preferred Purchased Shares and the Warrants;. (ivb) A favorable opinion of Xxxxxxx, Phleger & Xxxxxxxx, counsel for the Company, as to such matters as the Purchaser, or its counsel, may reasonably request. (c) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement Agreement, the Purchased Shares, the Warrants and the other Basic Documents and issue the Units, the Shortfall Warrants and the Litigation Warrants on behalf of documents 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. The Purchasers Purchaser may conclusively rely conclusively on such certificates until they it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;. (d) A certificate from a duly authorized officer of the Company stating that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct. (e) Payment for the costs, expenses and taxes identified in Section 7.04 as to which the Purchaser gives the Company notice prior to the Closing.

Documentation at Closing. The Purchasers shall have received prior to or at the Closing all of the followingfollowing documents or instruments or evidence of completion thereof, each in form and substance satisfactory to the PurchasersPurchasers and their special counsel: (i) A Registration Rights Agreement executed by the Company, substantially in the form attached as Exhibit G hereto (the "Registration Rights Agreement"); (ii) The Certificate of Designation, adopted by the Board of Directors of the Company, as attested by the Secretary or an Assistant Secretary of the Company and filed with the Department of Consumer & Industry Services of the State of Michigan; (iiia) A certified copy of all charter documents of the Company's Restated Articles Company and each of Incorporation, as amended and the Company's Bylawsits Subsidiaries; a certified copy of the resolutions of the Board board of Directors evidencing approval directors of the Basic DocumentsCompany and, to the extent required, the Unitsstockholders of the Company evidencing approval, as applicable, of this Agreement, the Preferred Shares, the Warrants Operative Documents and all other matters contemplated herebyhereby and thereby; a certified copy of the resolutions of the board of directors of each of the Subsidiaries and, to the extent required, the stockholders of each of the Subsidiaries evidencing approval, as applicable, of this Agreement, the Operative Documents and all other matters contemplated hereby and thereby; a certified copy of the By-laws of the Company and each of its Subsidiaries; and certified copies of all documents evidencing other necessary corporate, shareholder corporate or other action and governmental approvals, if any, with respect to the execution, delivery and performance of the Basic Documentsthis Agreement, the Units, the Preferred Shares Operative Documents and the Warrants;all other matters contemplated hereby or thereby. (ivb) An opinion of Holme Xxxxxxx & Xxxx LLP, counsel for the Company, in the form attached hereto as Exhibit 4.02(b). (c) A certificate in the form attached as Exhibit 4.02(c) hereto of the Secretary or an Assistant Secretary of the Company and each Subsidiary which shall certify the names of the officers of the Company or the Subsidiaries, as applicable, authorized to sign this Agreement and Agreement, the other Basic Operative Documents and issue any other documents or certificates to be delivered pursuant hereto or thereto by the UnitsCompany or such Subsidiary, the Shortfall Warrants and the Litigation Warrants on behalf as applicable, or any of the Companyits officers, together with the true signatures of such officers. The Purchasers may conclusively rely conclusively on such certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company or such Subsidiary, as applicable, canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;. (d) A certificate in the form attached as Exhibit 4.02(d) hereto from a duly authorized officer of the Company and a certificate from a duly authorized officer of each of the Subsidiaries stating that the representations and warranties contained in Article VI hereof and otherwise made by the Company or the Subsidiaries, as applicable, in writing in connection with the transactions contemplated hereby are true and correct and that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or the Operative Documents and the consummation of the transactions contemplated thereby which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (e) The Subordination Agreement executed by the Bank, the Company and the Subsidiaries. (f) The Security Agreement executed by the Company and the Subsidiaries. (g) The Registration Rights Agreement of even date herewith (the "Registration Rights Agreement") executed by the Company. (h) Payment for the costs, expenses, taxes and filing fees identified in Section 10.04 as to which the Purchasers give the Company notice prior to the Closing. (i) Payment to Capital Resource Management, Inc. of the Closing Fee. (j) Establishment of a line of credit in the amount of $10,000,000 and a term loan in the amount of $3,000,000 and the related notes, credit agreement and security agreements pursuant to that Loan and Security Agreement by and among the Bank and the Borrowers identified therein dated as of the date hereof (the "Senior Credit Facility") on terms reasonably satisfactory to the Purchasers and the absence of any events of default in such Senior Credit Facility and the delivery of evidence of termination and repayment of the Loan Agreement and the Indebtedness thereunder. Copies of all documents delivered to the Company and the Bank in conjunction with the closing of the transactions contemplated by the Senior Credit Facility shall have been delivered to the Purchasers and their special counsel. (k) A certificate from a duly authorized officer of the Company stating that all the conditions set forth in this Article IV have been satisfied, other than those, if any, waived in writing by Purchasers. (l) The UCC-1 financing statements for the entities and the jurisdictions set forth on Exhibit 4.02

Documentation at Closing. The Purchasers shall have received prior to or at the Closing all of the followingfollowing documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchasersPurchasers and their counsel: (ia) A Registration Rights Agreement executed by copy of the Company, substantially in Certificate of Incorporation of the form attached as Exhibit G hereto Company (the "Registration Rights AgreementCertificate of Incorporation"); (ii) The Certificate of Designation, adopted by the Board of Directors of the Company, as attested certified by the Secretary or an Assistant Secretary of the Company and filed with the Department of Consumer & Industry Services State of the State of Michigan; (iii) A Delaware together with a certified copy of the Company's Restated Articles Certificate of Incorporation, as amended Designation of the Series B Preferred Stock and the Company's Bylaws; Certificate of Designation of the Series C Preferred Stock, a certified copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the adoption of the Company's Certificate of Designation of the Series B Preferred Stock and the Certificate of Designation of the Series C Preferred Stock, the approval of the Basic Documentsthis Agreement, the Units, issuance of the Preferred Shares, Shares and the Warrants Option Shares and the other matters contemplated hereby; , and a copy of the By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate, shareholder corporate or other action and governmental approvals, if any, with respect to the execution, delivery and performance of the Basic Documents, the Units, the Preferred Shares this Agreement and the Warrants;Shares. (ivb) The opinion of Hale xxx Dorr XXX, counsel to the Company, in the form of Exhibit 2.02B attached hereto. (c) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement Agreement, the certificates for the Preferred Shares and the Option Shares and the other Basic Documents and issue documents, instruments or certificates to be delivered pursuant to this Agreement by the Units, the Shortfall Warrants and the Litigation Warrants on behalf Company or any of the Companyits officers, together with the true signatures of such officers. The Purchasers may conclusively rely conclusively on such certificates certificate until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;. (d) A certificate of the President of the Company stating that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct and that all conditions required to be performed prior to or at the Closing have been performed as of the Closing. (e) Certificates of Good Standing for the Company from the Secretaries of State of the States of Delaware and California, and the Commonwealth of Massachusetts shall have been provided to counsel to the Purchasers.

Documentation at Closing. The Purchasers shall have received prior to or at the Closing all of the followingfollowing documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchasersPurchasers and their counsel: (ia) A Registration Rights Agreement executed by copy of the Company, substantially in Certificate of Incorporation of the form attached as Exhibit G hereto Company (the "Registration Rights AgreementCERTIFICATE OF INCORPORATION"); (ii) The Certificate of Designation, adopted by the Board of Directors of the Company, as attested certified by the Secretary or an Assistant Secretary of the Company and filed with the Department of Consumer & Industry Services State of the State of Michigan; (iii) A certified copy of the Company's Restated Articles of IncorporationDelaware, as amended and the Company's Bylaws; a certified copy of the resolutions of the Board of Directors evidencing approval of the Basic Documentsthis Agreement, the Units, issuance of the Preferred Shares, Notes and the Warrants and the other matters contemplated hereby; , and a copy of the By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate, shareholder corporate or other action and governmental approvals, if any, with respect to the execution, delivery and performance of the Basic Documents, the Units, the Preferred Shares this Agreement and the Warrants;Securities. (ivb) The opinion of Hale xxx Dorr XXX, counsel to the Company, in the form of EXHIBIT 2.02B attached hereto. (c) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement Agreement, the certificates for the Notes and the Warrants and the other Basic Documents and issue documents, instruments or certificates to be delivered pursuant to this Agreement by the Units, the Shortfall Warrants and the Litigation Warrants on behalf Company or any of the Companyits officers, together with the true signatures of such officers. The Purchasers may conclusively rely conclusively on such certificates certificate until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;. (d) A certificate of the President of the Company stating that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct and that all conditions required to be performed prior to or at the Closing have been performed as of the Closing. (e) Certificates of Good Standing for the Company from the Secretaries of State of the States of Delaware and California, and the Commonwealth of Massachusetts. (f) The Company shall have paid costs and expenses identified in Section 7.04.

Documentation at Closing. The Purchasers Purchaser shall have received prior ------------------------ to or at the Closing all of the following, each in form and substance satisfactory to the PurchasersPurchaser and its special counsel: (ia) A Registration Rights Agreement executed by the CompanySecurity Agreement, substantially in the form attached as Exhibit G hereto 2.02(a), --------------- (the "Registration Rights Security Agreement"); (ii) The Certificate of Designation, adopted and all related financing statements and other similar instruments and documents, shall have been executed and delivered to the Purchaser by the Board of Directors a duly authorized officer of the Company, as attested by the Secretary or an Assistant Secretary of the Company and filed with the Department of Consumer & Industry Services of the State of Michigan;. (iiib) A certified copy of all charter documents of the Company's Restated Articles of Incorporation, as amended and the Company's Bylaws; a certified copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company evidencing approval of the Basic Documentsthis Agreement, the UnitsNotes, the Preferred SharesWarrants, the Warrants Security Agreement, and other matters contemplated hereby; a certified copy of the By-laws of the Company; and certified copies of all documents evidencing other necessary corporate, shareholder corporate or other action and governmental approvals, if any, with respect to the execution, delivery and performance of the Basic Documentsthis Agreement, the UnitsNotes, the Preferred Shares Warrants and the Warrants;Security Agreement. (ivc) A favorable opinion of Messrs. Xxxx and Xxxx, counsel for the Company, as to matters set forth in Exhibit 2.02(b), and as to such other --------------- matters as the Purchaser, or its special counsel, may reasonably request. (d) A certificate of the Secretary Clerk or an Assistant Secretary Clerk of the Company which shall certify the names of the officers of the Company, authorized to sign this Agreement, the Notes, the Warrants, the Security Agreement and the other Basic Documents and issue documents or certificates to be delivered pursuant to this Agreement or the Units, the Shortfall Warrants and the Litigation Warrants on behalf of Security Agreement by the Company, or any of its officers, together with the true signatures of such officers. The Purchasers Purchaser may conclusively rely conclusively on such certificates until they it shall receive a further certificate of the Secretary Clerk or an Assistant Secretary Clerk of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;. (e) A certificate from a duly authorized officer of the Company stating that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct and that no condition or event has occurred or is continuing or will result from execution and delivery of this Agreement, the Notes, the Warrants or the Security Agreement which constitute an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (f) A Voting Agreement, substantially in the form of Exhibit 2.02(f) --------------- hereto, shall have been entered into among the Company, the Purchaser and Xxxxxxx X. Xxxx. (g) A certificate, in the form attached as Exhibit 3.15 hereto, shall ------------ have been executed and delivered by a duly authorized officer of the Company. (h) Payment for the costs, expenses, taxes and filing fees identified in Section 8.04 as to which the Purchaser gives the Company notice prior to the Closing.

Documentation at Closing. The Purchasers shall have received prior to or at the Closing all of the followingfollowing documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchasersPurchasers and their counsel: (i) A Registration Rights Agreement executed The following documents, each of which shall have been certified by the CompanySecretary of the Company to be true, substantially complete and correct in every particular: (i) a copy of the form attached Restated Certificate, certified by the State Corporation Commission of the Commonwealth of Virginia as Exhibit G hereto (of a recent date, as in effect at the "Registration Rights Agreement"); time of Closing; (ii) The Certificate of Designation, a resolutions adopted by the Board of Directors evidencing the adoption of the CompanyRestated Certificate, the approval of this Agreement, the Financing Documents (as attested by defined below), the Secretary or an Assistant Secretary issuance of the Company and filed with the Department of Consumer & Industry Services of the State of Michigan; (iii) A certified copy of the Company's Restated Articles of Incorporation, as amended Series D Preferred Shares and the Company's Bylaws; a certified copy of the resolutions of the Board of Directors evidencing approval of the Basic Documents, the Units, the Preferred Shares, the Warrants and other matters contemplated hereby; (iii) resolutions adopted by the stockholders of the Company (or a written consent signed by the stockholders of the Company) evidencing the adoption of the Restated Certificate; and certified copies (iv) a copy of all documents evidencing other necessary corporatethe Bylaws of the Company. (ii) An opinion of Xxxxxx Xxxxxxxx LLP, shareholder or other action and governmental approvals, if any, with respect counsel to the executionCompany, delivery and performance of the Basic Documents, the Units, the Preferred Shares and the Warrants;in a form set forth in Exhibit 2.1(c)(ii). (iviii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify certifying the names of the officers of the Company authorized to sign this Agreement Agreement, the certificates for the Series D Preferred Shares, and the other Basic Documents and issue documents, instruments or certificates to be delivered pursuant to this Agreement by the Units, the Shortfall Warrants and the Litigation Warrants on behalf Company or any of the Companyits officers, together with the true signatures of such officers. The Purchasers may conclusively rely conclusively on such certificates certificate until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;. (iv) A certificate of the President of the Company certifying that the conditions specified in Section 2.1(a) and Section 2.1(b) have been fulfilled. (v) A Seventh Amended and Restated Stockholders Agreement among the Company and the other parties thereto dated of even date herewith and in the form set forth in Exhibit 2.1(c)(v) (the “Stockholders Agreement”) duly executed and delivered by the parties named therein. (vi) A Certificate of Good Standing for the Company certified by the State Corporation Commission of the Commonwealth of Virginia as of a recent date prior to the Closing date. Certificates of good standing with respect to the Company, certified by the respective state officer of the states in which the conduct of the Company’s business requires it to be licensed or qualified to transact business as a foreign corporation and in good standing, in each case as of a date not more than five (5) Business Days prior to the Closing Date. (vii) A Eighth Amended and Restated Investor Rights Agreement dated of even date herewith and in the form set forth in Exhibit 2.1(c)(vii) (the “Investor Rights Agreement”) duly executed and delivered by the parties named therein. (x) Executed proprietary information/assignment of inventions agreements from all current and former Key Employees to the Company.

Documentation at Closing. The Purchasers shall have received prior to ------------------------ or at the Closing all of the following, each in form and substance satisfactory to the PurchasersPurchasers and their counsel: (iA) A Registration Rights Agreement executed by the CompanySecurity Agreement, substantially in the form attached as Exhibit G hereto 2.02(a), --------------- (the "Registration Rights Security Agreement"); (ii) The Certificate of Designationand all related financing statements and other similar instruments and documents, adopted shall have been executed and delivered to the Purchasers by the Board of Directors a duly authorized officer of the Company, as attested by the Secretary or an Assistant Secretary of the Company and filed with the Department of Consumer & Industry Services of the State of Michigan;. (iiiB) A certified copy of all charter documents of the Company's Restated Articles of Incorporation, as amended and the Company's Bylaws; a certified copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company evidencing approval of the Basic Documentsthis Agreement, the UnitsNotes, the Preferred SharesWarrants, the Warrants Security Agreement and all other matters contemplated hereby; a certified copy of the By-laws of the Company; and certified copies of all documents evidencing other necessary corporate, shareholder corporate or other action and governmental approvals, if any, with respect to the execution, delivery and performance of the Basic Documentsthis Agreement, the UnitsNotes, the Preferred Shares Warrants and the Warrants;Security Agreement. (ivC) A favorable opinion of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, as to matters set forth in Exhibit 2.02(c), and as to such --------------- other matters as the Purchasers, or their counsel, may reasonably request. (D) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company, authorized to sign this Agreement, the Notes, the Warrants, the Security Agreement and all other documents or certificates to be delivered pursuant to this Agreement or the other Basic Documents and issue the Units, the Shortfall Warrants and the Litigation Warrants on behalf of Security Agreement by the Company, or any of its officers, together with the true signatures of such officers. The Purchasers may conclusively rely conclusively on such certificates until they it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;. (E) A certificate from a duly authorized officer of the Company stating that: (i) the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct and (ii) no condition or event has occurred or is continuing or will result from execution and delivery of this Agreement, the Notes, the Warrants or the Security Agreement which constitute an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (F) A certificate, in the form attached as Exhibit 3.15 hereto, ------------ shall have been executed and delivered to MCRC by a duly authorized officer of the Company. (G) Payment for the costs, expenses, taxes and filing fees identified in Section 8.04 as to which the Purchasers give the Company notice prior to the Closing.

Documentation at Closing. The Purchasers Purchaser shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the PurchasersPurchaser and its special counsel: (ia) A Registration Rights Agreement executed by the CompanySecurity Agreement, substantially in the form attached as Exhibit G hereto EXHIBIT 2.02(a), (collectively, the "Registration Rights Agreement"Security Agreements);, and all related financing statements and other similar instruments and documents, shall have been executed and delivered to the Purchaser by a duly authorized officer of each Company. (ii) The Certificate of Designation, adopted by the Board of Directors of the Company, as attested by the Secretary or an Assistant Secretary of the Company and filed with the Department of Consumer & Industry Services of the State of Michigan; (iiib) A certified copy of the all charter documents of each Company's Restated Articles of Incorporation, as amended and the Company's Bylaws; a certified copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of each Company evidencing approval of the Basic Documentsthis Agreement, the UnitsNotes, the Preferred SharesWarrants, the Warrants Security Agreements, and other matters contemplated hereby; a certified copy of the By-laws of each Company; and certified copies of all documents evidencing other necessary corporate, shareholder corporate or other action and governmental approvals, if any, with respect to the execution, delivery and performance of the Basic Documentsthis Agreement, the UnitsNotes, the Preferred Shares Warrants and the Warrants;Security Agreements. (ivc) A favorable opinion of Messrs. Jacobs, Persinger & Parker, counxxx xxr xxx Xxxxxnies, xx xo matters set forth in EXHIBIT 2.02(c), and as to such other matters as the Purchaser, or its special counsel, may reasonably request. (d) A certificate of the Secretary or an Assistant Secretary of the each Company which shall certify the names of the officers of such Company, authorized to sign this Agreement Agreement, the Notes, the Warrants, the Security Agreements and the other Basic Documents and issue documents or certificates to be delivered pursuant to this Agreement or the UnitsSecurity Agreements by such Company, the Shortfall Warrants and the Litigation Warrants on behalf or any of the Companyits officers, together with the true signatures of such officers. The Purchasers Purchaser may conclusively rely conclusively on such certificates until they it shall receive a further certificate of the Secretary or an Assistant Secretary of the such Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;. (e) A certificate from a duly authorized officer of each Company stating that the representations and warranties of all of the Companies contained in Article III hereof and otherwise made by the Companies in writing in connection with the transactions contemplated hereby are true and correct and that no condition or event has occurred or is continuing or will result from execution and delivery of this Agreement, the Notes, the Warrants or the Security Agreements which constitute an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (f) A certificate, in the form attached as EXHIBIT 3.15 hereto, shall have been executed and delivered by a duly authorized officer of each Company. (g) Payment for the costs, expenses, taxes and filing fees identified in Section 8.04 as to which the Purchaser gives Matec notice prior to the Closing. (h) Matec's Form 10-K for the fiscal year ended December 31, 1994, as filed with the Commission pursuant to the Exchange Act.

Documentation at Closing. The Purchasers Purchaser shall have received prior ------------------------ to or at the Closing all of the following, each in form and substance satisfactory to the PurchasersPurchaser and its special counsel: (ia) A Registration Rights Agreement executed by the CompanySecurity Agreement, substantially in the form attached as Exhibit G hereto 2.02(a), --------------- (the "Registration Rights Security Agreement"); (ii) The Certificate of Designation, adopted by granting the Board of Directors Purchaser a first lien on all of the Company's track structure on its rail lines located in Massachusetts, as attested excluding its rail yards, and all related financing statements and other similar instruments and documents, shall have been executed and delivered to the Purchaser by the Secretary or an Assistant Secretary a duly authorized officer of the Company and filed with the Department of Consumer & Industry Services of the State of Michigan;Company. (iiib) A certified copy of all charter documents of the Company's Restated Articles of Incorporation, as amended and the Company's Bylaws; a certified copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company evidencing approval of the Basic Documentsthis Agreement, the UnitsSecurity Agreement, the Preferred SharesNotes, the Warrants Warrants, and other matters contemplated hereby; a certified copy of the By-laws of the Company; and certified copies of all documents evidencing other necessary corporate, shareholder corporate or other action and governmental approvals, if any, with respect to the execution, delivery and performance of the Basic Documentsthis Agreement, the UnitsSecurity Agreement, the Preferred Shares Notes and the Warrants;. (ivc) A favorable opinion of the general counsel for the Company as to matters set forth in Exhibit 2.02(c), and as to such other matters as the --------------- Purchaser, or its special counsel, may reasonably request. (d) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company, authorized to sign this Agreement, the Security Agreement, the Notes, the Warrants and the other documents or certificates to be delivered pursuant to this Agreement and the other Basic Documents and issue the Units, the Shortfall Warrants and the Litigation Warrants on behalf of Security Agreement by the Company, or any of its officers, together with the true signatures of such officers. The Purchasers Purchaser may conclusively rely conclusively on such certificates until they it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling cancelling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;. (e) A certificate from a duly authorized officer of the Company stating that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct and that no condition or event has occurred or is continuing or will result from execution and delivery of this Agreement, the Security Agreement, the Notes or the Warrants which constitute an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (f) A certificate, in the form attached as Exhibit 3.15 hereto, shall ------------ have been executed and delivered by a duly authorized officer of the Company. (g) Payment for the costs, expenses, taxes and filing fees identified in Section 8.04 as to which the Purchaser gives the Company notice prior to the Closing.