Common use of Documentation at Closing Clause in Contracts

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchaser and its counsel: (a) The Note duly executed and delivered by the Company. (b) The Warrant duly executed and delivered by the Company. (c) Payment of all accrued but unpaid interest and penalties, if any, under the Bridge Note. (d) An executed amended and restated guaranty from JLSI in substantially the form attached hereto as EXHIBIT 4.02(d) (the "JLSI Guaranty"). (e) An executed amended and restated guaranty from LTCI in substantially the form attached hereto as EXHIBIT 4.02(e) (the "LTCI Guaranty"). (f) An executed amended and restated guaranty from LTI in substantially the form attached hereto as EXHIBIT 4.02(f) (the "LTI Guaranty"). (g) An executed amended and restated guaranty from VTI in substantially the form attached hereto as EXHIBIT 4.02(g) (the "VTI Guaranty"). (h) A certified copy of all charter documents of the Company and each of the Guarantors; a certified copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company and each of the Guarantors evidencing approval, as applicable, of this Agreement, the Operative Documents and all other matters contemplated hereby and thereby, including, without limitation, the consent of the stockholders of the Company to the transactions contemplated hereby pursuant to the terms of the Restated Stockholders' Agreement; a certified copy of the By-laws of the Company and each of the Guarantors and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement, the Operative Documents and all other matters contemplated hereby or thereby. (i) A favorable opinion of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company and Guarantors, in substantially the form attached hereto as EXHIBIT 4.02(i). (j) Certificates of the Secretaries or Assistant Secretaries of the Company and each of the Guarantors which shall certify the names of the officers of the Company authorized to sign this Agreement, the Operative Documents and any other documents or certificates to be delivered pursuant hereto or thereto by the Company and each of the Guarantors or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretaries or Assistant Secretaries of the Company and each of the Guarantors canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (k) A certificate from a duly authorized officer of the Company stating that the representations and warranties contained in Article VI 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 the execution and delivery of this Agreement or the Operative Documents 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.

Documentation at Closing. The Purchaser Company shall have received prior to ------------------------ or at the Closing all of the followingfollowing materials, each in form and substance reasonably satisfactory to the Purchaser and its counsel: (a) The Note duly executed and delivered by the Company. (b) The Warrant duly executed and delivered by the Company. (c) Payment of all accrued but unpaid interest and penalties, if any, under the Bridge Note. (d) An executed amended and restated guaranty from JLSI in substantially the form attached hereto as EXHIBIT 4.02(d) (the "JLSI Guaranty"). (e) An executed amended and restated guaranty from LTCI in substantially the form attached hereto as EXHIBIT 4.02(e) (the "LTCI Guaranty"). (f) An executed amended and restated guaranty from LTI in substantially the form attached hereto as EXHIBIT 4.02(f) (the "LTI Guaranty"). (g) An executed amended and restated guaranty from VTI in substantially the form attached hereto as EXHIBIT 4.02(g) (the "VTI Guaranty"). (h) A certified copy of all charter documents of the Company and each of the Guarantors; a certified copy following documents shall have been delivered, prior to or simultaneous with the Closing: (i) Certified copies of the resolutions Estatutos of each Purchaser, as amended or restated to the date of the Board of Directors and, to Closing providing authority for the extent required, the stockholders of the Company and each of the Guarantors evidencing approval, as applicable, approval of this Agreement, Agreement and the Operative Documents Related Agreements and all other matters contemplated hereby and thereby, including, without limitation, the consent of the stockholders of the Company to the transactions contemplated hereby pursuant to the terms of the Restated Stockholders' Agreement; a certified copy of the By-laws of the Company and each of the Guarantors and certified copies of all documents evidencing other necessary corporate agreements or other action and governmental approvals, if any, with respect to this Agreement, the Operative Documents and all other matters contemplated hereby or thereby. (i) A favorable opinion executed in connection herewith, all of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company and Guarantors, in substantially the form attached hereto as EXHIBIT 4.02(i). (j) Certificates which have been certified by two directors or officers of the Secretaries or Assistant Secretaries of the Company and each of the Guarantors Purchasers to be true, complete and correct; (ii) Certificates signed by two directors or officers of each of the Purchasers which shall certify the names of the officers of the Company Purchasers authorized to sign this Agreement, the Operative Documents Related Agreements, the certificates for the Shares and any the other documents documents, instruments or certificates to be delivered pursuant hereto to this Agreement or thereto the Related Agreements by the Company and each of the Guarantors Purchasers or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate ; (iii) Certificates signed by two directors or officers of the Secretaries or Assistant Secretaries of the Company and each of the Guarantors canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (k) A certificate from a duly authorized officer of the Company Purchasers stating that the representations and warranties of the Purchasers contained in Article VI I hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct in all material respects when made and as of the time of the Closing other than the representations and warranties which are qualified by "materiality" or "material adverse effect," which shall be true, accurate and correct in all respects, and that no condition all conditions required to be performed by the Purchasers prior to or event has occurred or is continuing or will result at the Closing have been performed in all material respects; (iv) Official copies from the execution Registro de Comercio de Sao Paulo of the registered Estatutos, as amended, of each of the Purchasers; (v) An opinion of counsel to the Purchasers, in form and delivery substance reasonably satisfactory to the Company, as to such customary matters as the Company reasonably may request; (vii) A cross-receipt, in form and substance reasonably satisfactory to the Company, pursuant to which the Purchasers acknowledge receipt of this Agreement or the Operative Documents which constitutes an Event Shares and the Company acknowledges receipt of Default or would constitute an Event the Purchase Price and directs allocation and payment be made thereof in accordance with the provisions of Default but for the requirement that notice be given or time elapse or bothMarketing Agreement.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the followingfollowing documents, instruments or evidence of completion thereof, each in form and substance satisfactory to the Purchaser Purchasers and its their special counsel: (a) The Note duly executed and delivered by the Company. (b) The Warrant duly executed and delivered by the Company. (c) Payment of all accrued but unpaid interest and penalties, if any, under the Bridge Note. (d) An executed amended and restated guaranty from JLSI in substantially the form attached hereto as EXHIBIT 4.02(d) (the "JLSI Guaranty"). (e) An executed amended and restated guaranty from LTCI in substantially the form attached hereto as EXHIBIT 4.02(e) (the "LTCI Guaranty"). (f) An executed amended and restated guaranty from LTI in substantially the form attached hereto as EXHIBIT 4.02(f) (the "LTI Guaranty"). (g) An executed amended and restated guaranty from VTI in substantially the form attached hereto as EXHIBIT 4.02(g) (the "VTI Guaranty"). (h) A certified copy of all charter documents of the Company and each of the Guarantorsits Significant Subsidiaries; a certified copy of the resolutions of the Board board of Directors directors and, to the extent required, the stockholders of the Company and each of the Guarantors evidencing approval, as applicable, of this Agreement, the Operative Documents and all other matters contemplated hereby and thereby, including, without limitation, the consent of the stockholders of the Company to the transactions contemplated hereby pursuant to the terms of the Restated Stockholders' Agreement; a certified copy of the By-laws of the Company and each of the Guarantors its Significant Subsidiaries; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement, the Operative Documents and all other matters contemplated hereby or thereby. (ib) A favorable opinion Opinions of Xxxxx, Xxxxxx & Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company and GuarantorsCompany, in substantially the form attached hereto as EXHIBIT 4.02(iExhibit 4.02(b). (jc) Certificates A certificate of the Secretaries Secretary or an Assistant Secretaries Secretary of the Company and each of the Guarantors its Significant Subsidiaries which shall certify the names of the officers of the Company or the Significant Subsidiaries, as applicable, authorized to sign this Agreement, the Operative Documents and any other documents or certificates to be delivered pursuant hereto or thereto by the Company and each of the Guarantors or such Significant Subsidiary, as applicable, or any of its officers, together with the true signatures of such officers. The Purchaser Purchasers may conclusively rely on such certificate certificates until it they shall receive a further certificate of the Secretaries Secretary or an Assistant Secretaries Secretary of the Company and each of the Guarantors or such Significant Subsidiary, as applicable, canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (kd) A certificate from a duly authorized officer of the Company and a certificate from a duly authorized officer of each of the Significant Subsidiaries stating that the representations and warranties contained in Article VI hereof and otherwise made by the Company or the Significant 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) A waiver by Info-Quest SA of that certain Investor Rights Agreement executed by the Company and Info-Quest SA dated as of May 15, 2002 in form and substance satisfactory to the Purchasers and their special counsel. (f) Payment for the costs, expenses, taxes and filing fees identified in Section 9.04 as to which the Purchasers give the Company notice prior to the Closing. (g) Payment to Capital Resource Management, Inc. of an amount equal to $400,000 as set forth in Section 2.13. (h) 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 to receive at the Closing a majority in interest of the Notes to be issued at the Closing. (i) A Security Agreement (the “Security Agreement”) executed by the Company and its Subsidiaries in the form of the attached Exhibit 4.02(i). (j) The UCC-1 financing statements for the entities and the jurisdictions set forth on Exhibit 4.02(j) attached hereto. (k) An Investors’ Rights Agreement executed by the Company and the Purchasers in the form attached as Exhibit 4.02(k). (l) A Debenture executed by Softbrands Europe Limited in the form of the attached Exhibit 4.02(l) (the “Debenture”). (m) Such other documents referenced in any Exhibit hereto or relating to the transactions contemplated by this Agreement as the Purchasers or their special counsel may reasonably request. (n) The stock certificates listed on Exhibit 4.02(n).

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchaser and its counsel: (a) The Note duly executed and delivered by the Company. (b) The Warrant duly executed and delivered by A guaranty from LTBV in substantially the Companyform attached hereto as EXHIBIT 4.02(b) (the "LTBV Guaranty"). (c) Payment of all accrued but unpaid interest and penalties, if any, under A guaranty from LTF in substantially the Bridge Noteform attached hereto as EXHIBIT 4.02(c) (the "LTF Guaranty"). (d) An executed amended and restated A guaranty from JLSI LT Ireland in substantially the form attached hereto as EXHIBIT 4.02(d) (the "JLSI LT Ireland Guaranty"). (e) An executed amended and restated A guaranty from LTCI LJKK in substantially the form attached hereto as EXHIBIT 4.02(e) (the "LTCI LJKK Guaranty"). (f) An executed amended and restated guaranty from LTI in substantially the form attached hereto as EXHIBIT 4.02(f) (the "LTI Guaranty"). (g) An executed amended and restated guaranty from VTI in substantially the form attached hereto as EXHIBIT 4.02(g) (the "VTI Guaranty"). (h) A certified copy of all charter documents of the Company and each of the Guarantors; a certified copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company and each of the Guarantors evidencing approval, as applicable, of this Agreement, the Operative Documents and all other matters contemplated hereby and thereby, including, without limitation, the consent of the stockholders of the Company to the transactions contemplated hereby pursuant to the terms of the Restated Stockholders' Agreement; a certified copy of the By-laws of the Company and each of the Guarantors and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement, the Operative Documents and all other matters contemplated hereby or thereby. (ig) A favorable opinion of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company and Guarantors, in substantially the form attached hereto as EXHIBIT 4.02(i4.02(g). (jh) Certificates of the Secretaries or Assistant Secretaries from duly authorized representatives of the Company and each of the Guarantors acceptable to CRL which shall certify the names and titles of the officers of the Company persons authorized to sign this Agreement, the Operative Documents and any other documents or certificates to be delivered pursuant hereto or thereto by the Company and each of the Guarantors or any of its officersGuarantors, together with the true signatures of such officersthereof. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretaries or Assistant Secretaries from a duly authorized representative of the Company and each of the Guarantors canceling or amending the prior certificate and submitting the signatures of the officers persons and their respective titles named in such further certificate. (ki) A certificate from a duly authorized officer of the Company stating that the representations and warranties contained in Article VI 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 the execution and delivery of this Agreement or the Operative Documents 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. (j) An executed Subordination Agreement, which shall be in form and substance satisfactory to the Purchaser and its counsel. (k) Payment for the costs, expenses, taxes and filing fees identified in Section 9.04 as to which the Purchaser gives the Company notice prior to the Closing. (l) 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 by the Purchaser in writing. (m) A favorable opinion of Loeff Xxxxxx Xxxxxxx, counsel to CRL, in substantially the form attached hereto as EXHIBIT 4.02(m). (n) A favorable opinion of A&L Goodbody, counsel to CRL, in substantially the form attached hereto as EXHIBIT 4.02(n). (o) Such other documents referenced in any Exhibit hereto or relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchaser and its counsel: (a) The Note Initial Notes duly executed and delivered by the Company. (b) The Warrant duly executed and delivered by A guaranty from LTBV in substantially the Companyform attached hereto as EXHIBIT 4.02(b) (the "LTBV Guaranty"). (c) Payment of all accrued but unpaid interest and penalties, if any, under A guaranty from LTF in substantially the Bridge Noteform attached hereto as EXHIBIT 4.02(c) (the "LTF Guaranty"). (d) An executed amended and restated A guaranty from JLSI LT Ireland in substantially the form attached hereto as EXHIBIT 4.02(d) (the "JLSI LT Ireland Guaranty"). (e) An executed amended and restated A guaranty from LTCI LJKK in substantially the form attached hereto as EXHIBIT 4.02(e) (the "LTCI LJKK Guaranty"). (f) An executed amended and restated guaranty from LTI in substantially the form attached hereto as EXHIBIT 4.02(f) (the "LTI Guaranty"). (g) An executed amended and restated guaranty from VTI in substantially the form attached hereto as EXHIBIT 4.02(g) (the "VTI Guaranty"). (h) A certified copy of all charter documents of the Company and each of the Guarantors; a certified copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company and each of the Guarantors evidencing approval, as applicable, of this Agreement, the Operative Documents and all other matters contemplated hereby and thereby, including, without limitation, the consent of the stockholders of the Company to the transactions contemplated hereby pursuant to the terms of the Restated Stockholders' Agreement; a certified copy of the By-laws of the Company and each of the Guarantors and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement, the Operative Documents and all other matters contemplated hereby or thereby. (ig) A favorable opinion of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company and Guarantors, in substantially the form attached hereto as EXHIBIT 4.02(i4.02(g). (jh) Certificates of the Secretaries or Assistant Secretaries from duly authorized representatives of the Company and each of the Guarantors acceptable to the Purchaser which shall certify the names and titles of the officers of the Company persons authorized to sign this Agreement, the Operative Documents and any other documents or certificates to be delivered pursuant hereto or thereto by the Company and each of the Guarantors or any of its officersGuarantors, together with the true signatures of such officersthereof. The Purchaser may conclusively rely on such certificate certificates until it shall receive further certificates from a further certificate of the Secretaries or Assistant Secretaries duly authorized representative of the Company and each of the Guarantors canceling or amending the prior certificate and submitting the signatures of the officers persons and their respective titles named in such further certificate. (ki) A certificate from a duly authorized officer of the Company stating that the representations and warranties contained in Article VI 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 the execution and delivery of this Agreement or the Operative Documents 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. (j) An executed Subordination Agreement, which shall be in form and substance satisfactory to the Purchaser and its counsel. (k) Payment for the costs, expenses, taxes and filing fees identified in Section 9.04 as to which the Purchaser gives the Company notice prior to the Closing. (l) 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 by the Purchaser in writing. (m) A favorable opinion of Loeff Xxxxxx Xxxxxxx, counsel to the Purchaser, in substantially the form attached hereto as EXHIBIT 4.02(m). (n) A favorable opinion of A&L Goodbody, counsel to the Purchaser, in substantially the form attached hereto as EXHIBIT 4.02(n). (o) Such other documents referenced in any Exhibit hereto or relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchaser and its counsel: (a) The Note duly A Security Agreement, in the form attached as Exhibit 2.02(a), (the "Company Security Agreement"), 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 the Company. (b) The Warrant duly A Unconditional Guaranty, in the form attached as Exhibit 2.02(b), (individually, a "Guaranty", and collectively, the "Guaranties") shall have been executed and delivered to the Purchaser by the Companya duly authorized officer of each Subsidiary as indicated and set forth on Exhibit 3.01. (c) Payment A Guarantor Security Agreement, in the form attached as Exhibit 2.02(c), (individually, "Guarantor Security Agreement", and collectively, the "Guarantor Security Agreements", and, together with the Company Security Agreement, the Guaranties, the "Security Documents"), 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 all accrued but unpaid interest each Subsidiary as indicated and penalties, if any, under the Bridge Noteset forth on Exhibit 3.01. (d) An executed amended and restated guaranty from JLSI in substantially the form attached hereto as EXHIBIT 4.02(d) (the "JLSI Guaranty"). (e) An executed amended and restated guaranty from LTCI in substantially the form attached hereto as EXHIBIT 4.02(e) (the "LTCI Guaranty"). (f) An executed amended and restated guaranty from LTI in substantially the form attached hereto as EXHIBIT 4.02(f) (the "LTI Guaranty"). (g) An executed amended and restated guaranty from VTI in substantially the form attached hereto as EXHIBIT 4.02(g) (the "VTI Guaranty"). (h) A certified copy of all charter documents of the Company and each of the GuarantorsSubsidiary; a certified copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company and each of the Guarantors Subsidiary evidencing approval, as applicable, approval of this Agreement, the Operative Notes, the Security Documents and all other matters contemplated hereby and thereby, including, without limitation, the consent of the stockholders of the Company to the transactions contemplated hereby pursuant to the terms of the Restated Stockholders' Agreementhereby; a certified copy of the By-By- laws of the Company and each of the Guarantors Subsidiary; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement, the Operative Documents Notes and all other matters contemplated hereby or therebythe Security Documents. (ie) A favorable opinion of Xxxxx, Xxxxxxx & XxxxxxxxxEdwards Wildman Palmer, LLP, counsel for the Company and GuarantorsCompanx xxx xtx Xxxxxxxxxxxx, as to matters set forth in substantially the form attached hereto as EXHIBIT 4.02(iExhibit 2.02(e). (jf) Certificates A certificate of the Secretaries Secretary or an Assistant Secretaries of Secretary from the Company and each of the Guarantors Subsidiary which shall certify the names of the officers of the Company and such Subsidiary authorized to sign this Agreement, the Operative Notes, the Security Documents and any the other documents or certificates to be delivered pursuant hereto to this Agreement or thereto the Security Documents by the Company and each of the Guarantors Subsidiary, or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate certificates until it shall receive a further certificate of the Secretaries Secretary or an Assistant Secretaries Secretary of the Company and each of the Guarantors or such Subsidiary canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (kg) A certificate from a duly authorized officer of the Company stating that (i) the representations and warranties of the Company contained in Article VI III hereof and otherwise made by the Company and any Subsidiary in writing in connection with the transactions contemplated hereby are true and correct correct, (ii) each of the transactions contemplated in Section 2.03 has been fully consummated, and (iii) that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement Agreement, the Notes or the Operative Security Documents which constitutes 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. (h) 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. (i) Payment for the costs, expenses, taxes and filing fees identified in Section 7.04 as to which the Purchaser gives the Company notice prior to the Closing.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchaser and its counsel: (a) The Note duly A Limited Recourse Guarantee, in favor of the Purchaser, shall have been executed and delivered to the Purchaser by each of Stevxx X. Xxxxxxxx xxx Unicco Facility Services Canada Company, a Nova Scotia unlimited liability company ("U-Canada"), each such Limited Recourse Guarantee to be in form and substance acceptable to the CompanyPurchaser. (b) The Warrant duly A Pledge Agreement between the Purchaser and Stevxx X. Xxxxxxxx xxxnting the Purchaser a second priority and recourse pledge in all of the shares of any class of capital stock of Ashmont Insurance Company Limited, a Bermuda exempted company ("Ashmont"), now or hereafter owned by Stevxx X. Xxxxxxxx, xxall have been executed and delivered by to the CompanyPurchaser, such Pledge Agreement to be in form and substance acceptable to the Purchaser. (c) Payment of all accrued but unpaid interest and penalties, if any, under the Bridge Note. (d) An executed amended and restated guaranty from JLSI in substantially the form attached hereto as EXHIBIT 4.02(d) (the "JLSI Guaranty"). (e) An executed amended and restated guaranty from LTCI in substantially the form attached hereto as EXHIBIT 4.02(e) (the "LTCI Guaranty"). (f) An executed amended and restated guaranty from LTI in substantially the form attached hereto as EXHIBIT 4.02(f) (the "LTI Guaranty"). (g) An executed amended and restated guaranty from VTI in substantially the form attached hereto as EXHIBIT 4.02(g) (the "VTI Guaranty"). (h) A certified copy of all charter documents of the Company and each of the GuarantorsCompany; a certified copy of the resolutions of the Board of Directors Trustees or directors, as the case may be, and, to the extent required, the stockholders of the each Company and each of the Guarantors evidencing approval, as applicable, approval of this Agreement, the Operative Documents Notes and all other matters contemplated hereby and thereby, including, without limitation, the consent of the stockholders of the Company to the transactions contemplated hereby pursuant to the terms of the Restated Stockholders' Agreementhereby; a certified copy of the By-laws laws, if any, of the Company and each of the Guarantors Company; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement, Agreement and the Operative Documents and all other matters contemplated hereby or therebyNotes. (id) A favorable opinion of XxxxxPosternak, Xxxxxxx Blanxxxxxx & XxxxxxxxxXund, LLPX.L.P., counsel for the each Company and Guarantorsfor Stevxx X. Xxxxxxxx, xx form and substance satisfactory to the Purchaser, and a favorable opinion of counsel for U-Canada, in substantially form and substance satisfactory to the form attached hereto as EXHIBIT 4.02(i).Purchaser.. (je) Certificates A certificate of the Secretaries Secretary or Clerk or an Assistant Secretary or Assistant Secretaries Clerk of the each Company and each of the Guarantors which shall certify the names of the officers of the Company such Company, authorized to sign this Agreement, the Operative Documents Notes and any the other documents or certificates to be delivered pursuant hereto or thereto to this Agreement by the Company and each of the Guarantors such Company, or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate certificates until it shall receive a further certificate of the Secretaries Secretary or Clerk or an Assistant Secretary or Assistant Secretaries Clerk of the such Company and each of the Guarantors canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (kf) A certificate from a duly authorized officer of the each Company stating that that: (i) the representations and warranties of the Companies contained in Article VI III hereof and otherwise made by the Company Companies in writing in connection with the transactions contemplated hereby are true and correct correct, (ii) all of the transactions set forth in Section 2.03 have been consummated and that (iii) no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or the Operative Documents Notes which constitutes 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. (g) 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. (h) Payment for the costs, expenses, taxes and filing fees identified in Section 7.04 as to which the Purchaser gives Unicco notice prior to the Closing.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchaser and its counsel: (a) The Note Initial Notes duly executed and delivered by the Company. (b) The Warrant Warrants duly executed and delivered by the Company. (c) Payment of all accrued but unpaid interest and penalties, if any, under the Bridge Note. (d) An executed amended and restated guaranty from JLSI in substantially the form attached hereto as EXHIBIT 4.02(d4.02(c) (the "JLSI Guaranty"). (ed) An executed amended and restated guaranty from LTCI in substantially the form attached hereto as EXHIBIT 4.02(e4.02(d) (the "LTCI Guaranty"). (fe) An executed amended and restated guaranty from LTI in substantially the form attached hereto as EXHIBIT 4.02(f4.02(e) (the "LTI Guaranty"). (gf) An executed amended and restated guaranty from VTI in substantially the form attached hereto as EXHIBIT 4.02(g4.02(f) (the "VTI Guaranty"). (hg) A certified copy of all charter documents of the Company and each of the Guarantors; a certified copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company and each of the Guarantors evidencing approval, as applicable, of this Agreement, the Operative Documents and all other matters contemplated hereby and thereby, including, without limitation, the consent of the stockholders of the Company to the transactions contemplated hereby pursuant to the terms of the Restated Stockholders' Agreement; a certified copy of the By-laws of the Company and each of the Guarantors and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement, the Operative Documents and all other matters contemplated hereby or thereby. (ih) A favorable opinion of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company and Guarantors, in substantially the form attached hereto as EXHIBIT 4.02(i4.02(h). (ji) Certificates of the Secretaries or Assistant Secretaries of the Company and each of the Guarantors which shall certify the names of the officers of the Company authorized to sign this Agreement, the Operative Documents and any other documents or certificates to be delivered pursuant hereto or thereto by the Company and each of the Guarantors or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate certificates until it shall receive a further certificate certificates of the Secretaries or Assistant Secretaries of the Company and each of the Guarantors canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (kj) A certificate from a duly authorized officer of the Company stating that the representations and warranties contained in Article VI 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 the execution and delivery of this Agreement or the Operative Documents 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.