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 and Xxxxxxx Procter LLP, special counsel to the Purchasers: (a) Certified copies of all Organizational Documents of the Company and each of the Guarantors; certified copies of the Required Company Authorizations of the Company and each of the Guarantors evidencing approval of this Agreement, the other Senior Notes Documents and all other matters contemplated hereby and thereby; certified copies of all documents evidencing any other consents and approvals, including governmental approvals, if any, with respect to this Agreement, the other Senior Notes Documents and all other matters contemplated hereby or thereby. (b) A certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company and each of the Guarantors which certificate shall certify the names of the officers of the Company and the Guarantors, as applicable, authorized to sign this Agreement, the other Senior Notes Documents and any other documents or certificates to be delivered pursuant hereto or thereto by the Company and the Guarantors or any of their respective officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate(s) until they shall receive a further certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company and the Guarantors canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (c) A certificate from a duly authorized officer of the Company stating that (i) the representations and warranties contained in Article V hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct, (ii) no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or any other Senior Notes Documents that 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, and (iii) all the conditions set forth in this Article III and in the other Senior Notes Documents have been satisfied (other than those, if any, waived by Agent and the Purchasers in writing). (d) The Senior Notes duly executed by the Company and registered in the respective names of the Purchasers. (e) Payment for the costs, expenses, taxes and filing fees, if any, identified in Section 11.4 as to which the Purchasers give the Company notice prior to or at the Closing, including the reasonable fees and expenses of Xxxxxxx Procter LLP, special counsel to the Purchasers. (f) A private placement number for the Senior Notes issued by Standard & Poor's CUSIP Service Bureau. (g) A solvency certificate from the chief financial officer of the Company addressed to the Purchasers and dated the Closing Date and supporting the conclusion, that, after giving effect to the transactions contemplated in the Senior Notes Documents, the Syndicated Facility Documents, the Vessel Financing Documents, the Subordinated Notes, and the incurrence of all financing contemplated herein and therein, the Company and each of the Guarantors (other than the Restricted Guarantors) is not and will not be rendered insolvent by the indebtedness incurred in connection herewith or therewith, will not be left with unreasonably small capital with which to engage in its businesses and will not have incurred debts beyond its ability to pay such debts in the ordinary course as they mature and become due. (h) A favorable opinion of Xxxxxxxx Xxxx LLP, counsel to the Company and the Initial Guarantors, with respect to, among other things, the Security Documents (other than the Realty Mortgages), in form and substance satisfactory to the Purchasers. (i) Evidence reasonably satisfactory to the Purchasers of the prospective Debt Ratings by S&P and Xxxxx'x of the Senior Notes. (j) Each of the Security Documents duly executed and delivered by the Company and the Guarantors party thereto, together with (i) all filings to be made thereunder or in connection therewith, including, without limitation, form UCC-1 financing statements, (ii) evidence of insurance required under the Security Documents, (iii) commitments to issue title insurance from Fidelity National Title Insurance Company of New York (the "Title Company"), subject only to the payment of the title policy premium, with respect to the Real Estate specified on Schedule 3.2(j) other than the Properties identified on Schedule 3.2(j) under the heading "Escrow Delivery" (collectively, the "Remaining Owned Properties"), and (iv) a letter agreement from the Title Company in substantially the form of that circulated on October __, 2002 wherein the Title Company agrees to issue fully paid ALTA lender's title policies for the Remaining Owned Properties. With respect to items (iii) and (iv) above, all title insurance policies shall be in form and substance, with endorsements substantially similar to the corresponding policies issued to the Agent and Banks under the Syndicated Facility Documents, and in amount acceptable to the Purchasers and reasonably acceptable to the Company, insured, coinsured and reinsured by title insurers that either issued such corresponding title policies to the Agent and the Banks or is otherwise acceptable to the Noteholders and reasonably acceptable to the Company. (k) 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.

Documentation at Closing. The Purchasers Seller and the Company shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchasers Seller and Xxxxxxx Procter LLPthe Company and their counsel, special counsel and all of the following events shall have occurred prior to or simultaneous with the PurchasersClosing hereunder: (a) Certified copies A copy of all Organizational Documents charter documents of Holdco and Holdco Sub certified by the Secretary of their respective states of incorporation, a certified copy of the Company and each resolutions of the Guarantors; certified copies board of directors and, if required, the Required Company Authorizations stockholders of the Company Holdco and each of the Guarantors Holdco Sub, evidencing approval of this Agreement, the other Senior Notes Documents and all other matters contemplated hereby hereby, a certified copy of the bylaws of Holdco and thereby; Holdco Sub, and certified copies of all documents evidencing any other consents necessary corporate or other action and approvals, including governmental approvals, if any, with respect to this Agreement, the other Senior Notes Documents Merger and all other matters the transactions contemplated hereby or therebyby this Agreement. (b) An opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., counsel for Investors, as to such matters as counsel to the Seller may reasonably request. (c) A certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company and each of the Guarantors which certificate shall certify Holdco stating the names of the officers of the Company and the Guarantors, as applicable, Holdco authorized to sign this Agreement, Agreement and the other Senior Notes Documents and any other documents or certificates to be delivered pursuant hereto or thereto to this Agreement by the Company and the Guarantors Holdco or any of their respective its officers, together with the true signatures of such officers. A certificate of the Secretary or an Assistant Secretary of Holdco Sub stating the names of the officers of Holdco Sub authorized to sign this Agreement and the other documents or certificates to be delivered pursuant to this Agreement by Holdco Sub or any of its officers, together with the true signatures of such officers. The Purchasers Seller and the Company may conclusively rely on such certificate(s) certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary (of Holdco or similar officer) of Holdco Sub, as the Company and the Guarantors case may be, canceling or amending the a prior certificate and submitting the signatures of the officers named in such further certificate. (cd) A certificate from a duly authorized officer the Chief Executive Officer of the Company Holdco stating that (i) the representations and warranties of Holdco and Holdco Sub contained in Article V II hereof and otherwise made by the Company Holdco or Holdco Sub in writing in connection with the transactions contemplated hereby are true and correctcorrect as of the date hereof and as of the date of Closing, (ii) as if such representations and warranties were made on the date of Closing and that all conditions required to be performed by Holdco or Holdco Sub prior to or at the Closing have been performed, and that, to the best of such Person's knowledge, no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement Agreement, which is a breach by Holdco or any other Senior Notes Documents that constitutes an Event Holdco Sub of Default a material term hereof or would constitute an Event a breach by Holdco or Holdco Sub of Default a material term hereof but for the requirement that notice be given or time elapse or both. A certificate from the Chief Executive Officer of Holdco Sub stating that the representations and warranties of Holdco Sub contained in Article II hereof and otherwise made by Holdco Sub in writing in connection with the transactions contemplated hereby are true and correct as of the date hereof and as of the date of Closing, as if such representations and warranties were made on the date of Closing and that all conditions required to be performed by Holdco Sub prior to or at the Closing have been performed, and (iii) all that, to the conditions set forth in best of such Person's knowledge, no condition or event has occurred or is continuing or will result from the execution and delivery of this Article III and in the other Senior Notes Documents have been satisfied (other than thoseAgreement, if any, waived by Agent and the Purchasers in writing). (d) The Senior Notes duly executed which is a breach by the Company and registered in of a material term hereof or would constitute a breach by the respective names Company of a material term hereof but for the Purchasersrequirement that notice be given or time elapse or both. (e) Payment for A Registration Rights Agreement in the costsform set forth in Exhibit 4.4B hereto shall have been executed and delivered by the Investors and Holdco and shall be in full force and effect and binding upon the parties thereto, expenses, taxes assuming execution and filing fees, if any, identified in Section 11.4 as to which delivery thereof by Seller and the Purchasers give management of the Company notice prior to or at the Closing, including the reasonable fees and expenses of Xxxxxxx Procter LLP, special counsel to the PurchasersCompany. (f) A private placement number for Stockholders Agreement in the Senior Notes issued form set forth in Exhibit 4.4C hereto shall have been executed and delivered by Standard & Poor's CUSIP Service Bureauthe Investors and Holdco and shall be in full and effect and binding upon the parties thereto, assuming execution and delivery thereof by the Seller and the management of the Company. (g) A solvency certificate from the chief financial officer of the Company addressed Holdco shall have adopted a Management Stock Option Plan mutually agreeable in form and substance to the Purchasers Seller and dated the Closing Date and supporting Investors, which plan shall reserve for issuance options for 261,758 shares of Holdco Common Stock. Such plan either shall specify that the conclusionboard of directors of Holdco shall specify appropriate vesting for each option granted under the plan, that, after giving effect or shall specify specific vesting provisions for each option issued thereunder that are mutually agreeable to the transactions contemplated in the Senior Notes Documents, the Syndicated Facility Documents, the Vessel Financing Documents, the Subordinated Notes, Seller and the incurrence of all financing contemplated herein and therein, the Company and each of the Guarantors (other than the Restricted Guarantors) is not and will not be rendered insolvent by the indebtedness incurred in connection herewith or therewith, will not be left with unreasonably small capital with which to engage in its businesses and will not have incurred debts beyond its ability to pay such debts in the ordinary course as they mature and become dueInvestors. (h) A favorable opinion Restricted Stock Purchase Agreement, providing for the purchase of Xxxxxxxx Xxxx LLP, counsel to 152,500 shares of Holdco Common Stock by the management of the Company at a purchase price of $0.04 per share, subject to vesting and the Initial Guarantors, with respect to, among other things, the Security Documents (other than the Realty Mortgages), otherwise mutually agreeable in form and substance satisfactory to the Purchasers. (i) Evidence reasonably satisfactory to Seller and the Purchasers of the prospective Debt Ratings by S&P and Xxxxx'x of the Senior Notes. (j) Each of the Security Documents duly Investors, shall have been executed and delivered by the Company and the Guarantors party thereto, together with (i) all filings to be made thereunder or in connection therewith, including, without limitation, form UCC-1 financing statements, (ii) evidence Holdco. Such Stock Purchase Agreement shall specify vesting of insurance required under the Security Documents, (iii) commitments to issue title insurance from Fidelity National Title Insurance Company of New York (the "Title Company"), subject only to the payment 50% of the title policy premium, with respect to shares purchased by each member of management on the Real Estate specified on Schedule 3.2(j) other than the Properties identified on Schedule 3.2(j) under the heading "Escrow Delivery" (collectively, the "Remaining Owned Properties")first anniversary of purchase, and (iv) a letter agreement from the Title Company in substantially the form of that circulated on October __, 2002 wherein the Title Company agrees to issue fully paid ALTA lender's title policies straight-line monthly vesting for the Remaining Owned Propertiesremainder of shares over the following two years. With respect to items (iii) and (iv) above, all title insurance policies Such agreement shall be in form full force and substanceeffect and binding upon the parties thereto, with endorsements substantially similar to assuming execution and delivery thereof by the corresponding policies issued to the Agent and Banks under the Syndicated Facility Documents, and in amount acceptable to the Purchasers and reasonably acceptable to the Company, insured, coinsured and reinsured by title insurers that either issued such corresponding title policies to the Agent and the Banks or is otherwise acceptable to the Noteholders and reasonably acceptable to management of the Company. (k) 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.

Documentation at Closing. The Purchasers shall have received prior to or at the Closing all of the followingfollowing materials, each in form and substance reasonably satisfactory to the Purchasers and Xxxxxxx Procter LLPtheir special counsel, special counsel and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the PurchasersClosing: (a) Certified copies A copy of all Organizational Documents the Restated Certificate of Incorporation of the Company, as amended or restated to date, together with such evidence as is satisfactory to the Purchasers of the filing thereof; a copy of the resolutions of the Board of Directors providing for the approval of the Restated Certificate of Incorporation of the Company and each of in the Guarantors; certified copies of form attached as Exhibit A, the Required Company Authorizations of the Company and each of the Guarantors evidencing approval of this Agreement, the other Senior Notes Documents issuance of the Series C Preferred Shares and all other agreements or matters contemplated hereby or executed in connection herewith; a copy of a consent of stockholders of the Company approving the Restated Certificate of Incorporation of the Company; and therebya copy of the By-laws of the Company, all of which 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 any other consents necessary corporate or other action and approvals, including governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement, Agreement and the other Senior Notes Documents and all other matters contemplated hereby or therebyissuance of the Series C Preferred Shares. (b) The favorable opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company, in the form set forth in Exhibit 2.02(b). (c) A certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company and each of the Guarantors which certificate shall certify the names of the officers of the Company and the Guarantors, as applicable, authorized to sign this Agreement, the certificates for the Series C Preferred Stock and the other Senior Notes Documents and any other documents documents, instruments or certificates to be delivered pursuant hereto or thereto to this Agreement by the Company and the Guarantors or any of their respective its officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate(s. (d) until they shall receive a further A certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company President and the Guarantors canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (c) A certificate from a duly authorized officer Treasurer of the Company stating that (i) the representations and warranties of the Company contained in Article V III hereof are true and otherwise made correct as of the time of the Closing and that all conditions required to be performed by the Company prior to or at the Closing have been performed as of the Closing. (e) The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement, the Series C Preferred Stock and the other agreements and instruments executed and delivered by the Company in writing in connection with herewith and to carry out the transactions contemplated hereby are true and correctthereby, (ii) no condition or event has occurred or is continuing or will result from and such consents and waivers shall be in full force and effect at the execution Closing. All corporate and delivery other action and governmental filings necessary to effectuate the terms of this Agreement Agreement, the Series C Preferred Stock and the other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or any other Senior Notes Documents that constitutes an Event taken. (f) The Restated Certificate of Default or would constitute an Event Incorporation of Default but for the requirement that notice be given or time elapse or both, Company shall have been amended and (iii) all restated in the conditions form set forth in this Article III and in the other Senior Notes Documents have been satisfied (other than those, if any, waived by Agent and the Purchasers in writing)Exhibit A attached hereto. (dg) The Senior Notes duly executed by A Certificate of the Secretary of State of the State of Delaware as to the due incorporation and good standing of the Company and registered in the respective names a certificate of the PurchasersSecretary of State of each jurisdiction in which the Company is required to qualify to do business as a foreign corporation shall have been provided to the Purchasers and their special counsel. (eh) Payment for the costs, attorneys' fees, expenses, taxes and filing fees, if any, fees identified in Section 11.4 as to which the Purchasers give the Company notice prior to or at the Closing, including the reasonable fees and expenses of Xxxxxxx Procter LLP, special counsel to the Purchasers. (f) A private placement number for the Senior Notes issued by Standard & Poor's CUSIP Service Bureau. (g) A solvency certificate from the chief financial officer of the Company addressed to the Purchasers and dated the Closing Date and supporting the conclusion, that, after giving effect to the transactions contemplated in the Senior Notes Documents, the Syndicated Facility Documents, the Vessel Financing Documents, the Subordinated Notes, and the incurrence of all financing contemplated herein and therein, the Company and each of the Guarantors (other than the Restricted Guarantors) is not and will not be rendered insolvent by the indebtedness incurred in connection herewith or therewith, will not be left with unreasonably small capital with which to engage in its businesses and will not have incurred debts beyond its ability to pay such debts in the ordinary course as they mature and become due. (h) A favorable opinion of Xxxxxxxx Xxxx LLP, counsel to the Company and the Initial Guarantors, with respect to, among other things, the Security Documents (other than the Realty Mortgages), in form and substance satisfactory to the Purchasers8.04. (i) Evidence reasonably satisfactory to the Purchasers The members of the prospective Debt Ratings by S&P and Xxxxx'x Board of Directors of the Senior NotesCompany (the "Board") immediately following the Closing shall consist of five (5) members, which members shall include Gary X. Xxxxxxxx, M.D., Hubexx Xxxxxxxxxx, Xx.D., Chrixxxxxxx Xxxxxxxx, Xxrrx Xxxxxxxxx, Ph.D. (for so long as he is an officer, employee or otherwise materially involved with the Company, as determined by the Board of Directors, including the Investor Directors), and Edwix X. Xxxxx. (j) Each This Agreement shall have been executed by Purchasers that are obligated to purchase an aggregate of at least $2,303,217 of Series C Preferred Stock at the Security Documents duly executed Closing in the amounts set forth in Exhibit 1.01 and such Purchasers shall have delivered by to the Company and the Guarantors party thereto, together with (i) all filings to be made thereunder or in connection therewith, including, without limitation, form UCC-1 financing statements, (ii) evidence of insurance required under the Security Documents, (iii) commitments to issue title insurance from Fidelity National Title Insurance Company of New York (the "Title Company"), subject only to the payment of the title policy premium, with respect to the Real Estate specified on Schedule 3.2(j) other than the Properties identified on Schedule 3.2(j) under the heading "Escrow Delivery" (collectively, the "Remaining Owned Properties"), and (iv) a letter agreement from the Title Company in substantially the form of that circulated on October __, 2002 wherein the Title Company agrees to issue fully paid ALTA lender's title policies full purchase price for the Remaining Owned Properties. With respect to items (iii) and (iv) above, all title insurance policies shall be in form and substance, with endorsements substantially similar to the corresponding policies issued to the Agent and Banks under the Syndicated Facility Documents, and in amount acceptable to the Purchasers and reasonably acceptable to the Company, insured, coinsured and reinsured by title insurers that either issued such corresponding title policies to the Agent and the Banks or is otherwise acceptable to the Noteholders and reasonably acceptable to the CompanySeries C Preferred Shares being purchased. (k) Such other documents referenced in any Exhibit hereto or relating A Scientific Advisory Board of the Company composed of individuals acceptable to the transactions contemplated by this Agreement as Purchasers in their sole discretion shall continue to be constituted. (l) At the Closing, each Purchaser (other than the Bessemer Purchasers or their special counsel may reasonably requestand the Company Friends) shall have simultaneously with the other Purchasers (other than the Bessemer Purchasers and the Company Friends) purchased the Series C Preferred Shares that such Purchaser is obligated to purchase hereunder and shall have paid the full purchase price therefor.

Documentation at Closing. The Purchasers Purchaser 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 Purchasers Purchaser and Xxxxxxx Procter LLP, its special counsel to the Purchaserscounsel: (a) Certified copies A certified copy of all Organizational Documents charter documents of the Company and each of the Guarantorsits Subsidiaries; a certified copies copy of the Required Company Authorizations resolutions of the board of directors and, to the extent required, the stockholders of the Company and each of the Guarantors evidencing approval approval, as applicable, of this Agreement, the other Senior Notes Ancillary 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 any other consents necessary corporate or other action and approvals, including governmental approvals, if any, with respect to this Agreement, the other Senior Notes Ancillary Documents and all other matters contemplated hereby or thereby. (b) A favorable opinion of Xxxxxxx Berlin Shereff Xxxxxxxx, LLP, counsel for the Company, in form and substance reasonably satisfactory to the Purchaser and its special counsel. (c) A certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company and each of the Guarantors its Subsidiaries which certificate shall certify the names of the officers of the Company and or the GuarantorsSubsidiaries, as applicable, authorized to sign this Agreement, the other Senior Notes Ancillary Documents and any other documents or certificates to be delivered pursuant hereto or thereto by the Company and the Guarantors or such Subsidiary, as applicable, or any of their respective its officers, together with the true signatures of such officers. The Purchasers Purchaser may conclusively rely on such certificate(s) certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company and the Guarantors or such Subsidiary, as applicable, canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (cd) A certificate from a duly authorized officer of the Company and a certificate from a duly authorized officer of each of the Subsidiaries stating that (i) the representations and warranties contained in Article V VI hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct, (ii) correct and that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or any other Senior Notes the Ancillary Documents that 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, and (iii) all the conditions set forth in this Article III and in the other Senior Notes Documents have been satisfied (other than those, if any, waived by Agent and the Purchasers in writing). (de) The Senior Notes duly Stockholders Agreement, in form and substance satisfactory to the Purchaser and its special counsel (the “Stockholders Agreement”), executed by the Company and registered in the respective names of the PurchasersPersons listed on Annex II hereto. (ef) The Registration Rights Agreement, in form and substance satisfactory to the Purchaser and its special counsel (the “Registration Rights Agreement”), executed by the Company. (g) Payment by the Company of the Closing Fee as required pursuant to Section 2.07 and of the Equity Sponsor Fee payment as required pursuant to Section 2.08. (h) Payment for the costs, expenses, taxes and filing fees, if any, fees identified in Section 11.4 9.04 as to which the Purchasers give Purchaser gives the Company notice prior to or at the Closing, including the reasonable fees and expenses of Xxxxxxx Procter LLP, special counsel to the Purchasers. (f) A private placement number for the Senior Notes issued by Standard & Poor's CUSIP Service Bureau. (g) A solvency certificate from the chief financial officer of the Company addressed to the Purchasers and dated the Closing Date and supporting the conclusion, that, after giving effect to the transactions contemplated in the Senior Notes Documents, the Syndicated Facility Documents, the Vessel Financing Documents, the Subordinated Notes, and the incurrence of all financing contemplated herein and therein, the Company and each of the Guarantors (other than the Restricted Guarantors) is not and will not be rendered insolvent by the indebtedness incurred in connection herewith or therewith, will not be left with unreasonably small capital with which to engage in its businesses and will not have incurred debts beyond its ability to pay such debts in the ordinary course as they mature and become due. (h) A favorable opinion of Xxxxxxxx Xxxx LLP, counsel to the Company and the Initial Guarantors, with respect to, among other things, the Security Documents (other than the Realty Mortgages), in form and substance satisfactory to the Purchasers. (i) Evidence reasonably satisfactory to the Purchasers A certificate from a duly authorized officer of the prospective Debt Ratings Company stating that all the conditions set forth in this Article IV have been satisfied, other than those, if any, waived in writing by S&P and Xxxxx'x of the Senior NotesPurchaser. (j) Each of the Security Documents duly executed and delivered by the Company and the Guarantors party thereto, together with (i) all filings to be made thereunder or in connection therewith, including, without limitation, form UCC-1 financing statements, (ii) evidence of insurance required under the Security Documents, (iii) commitments to issue title insurance from Fidelity National Title Insurance Company of New York (the "Title Company"), subject only to the payment of the title policy premium, with respect to the Real Estate specified on Schedule 3.2(j) other than the Properties identified on Schedule 3.2(j) under the heading "Escrow Delivery" (collectively, the "Remaining Owned Properties"), and (iv) a letter agreement from the Title Company in substantially the form of that circulated on October __, 2002 wherein the Title Company agrees to issue fully paid ALTA lender's title policies for the Remaining Owned Properties. With respect to items (iii) and (iv) above, all title insurance policies shall be in form and substance, with endorsements substantially similar to the corresponding policies issued to the Agent and Banks under the Syndicated Facility Documents, and in amount acceptable to the Purchasers and reasonably acceptable to the Company, insured, coinsured and reinsured by title insurers that either issued such corresponding title policies to the Agent and the Banks or is otherwise acceptable to the Noteholders and reasonably acceptable to the Company. (k) Such other documents referenced in any Exhibit hereto or relating to the transactions contemplated by this Agreement as the Purchasers Purchaser or their its special counsel may reasonably request.

Documentation at Closing. The Purchasers Corporation and Holding shall have received prior to or at the each Closing all of the followingfollowing documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchasers Corporation and Xxxxxxx Procter LLP, special counsel to the PurchasersHolding and their counsel: (ai) Certified copies of all Organizational Documents A copy of the Company and each resolutions of the Guarantors; certified copies Board of Directors of Par evidencing the authorization for the execution, delivery and performance of this Agreement and the purchase of the Required Company Authorizations of Shares and the Company and each of the Guarantors evidencing approval of other matters contemplated by this Agreement, certified by the other Senior Notes Documents Secretary or Assistant Secretary of Par to be true, complete and correct in every particular and all other matters contemplated hereby resolutions shall not be amended and thereby; certified copies shall be in full force and effect. Alternatively, at each individual Closing, Par may CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY ITH SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION deliver to the Corporation and Holding a certificate, executed by an officer of the Corporation, stating in effect that all of such documents evidencing any other consents and approvals, including governmental approvals, if any, with respect that are required to be delivered at that Closing by Par pursuant to this Agreement, Section 7C(i) are the other Senior Notes Documents and all other matters contemplated hereby or therebysame as the documents that were previously delivered by Par pursuant to a previous Closing. (bii) A certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company and each of the Guarantors which certificate shall certify Par certifying the names of the officers of the Company and the Guarantors, as applicable, Par authorized to sign this Agreement, Agreement and the other Senior Notes Documents and any other documents documents, instruments or certificates required to be delivered pursuant hereto or thereto to this Agreement by the Company and the Guarantors Par or any of their respective officers, together with the true signatures of such officers. The Purchasers Alternatively, at each individual Closing, Par may conclusively rely on deliver to the Corporation and Holding a certificate, executed by an officer of Par, stating in effect that all of such certificate(sdocuments that are required to be delivered at that Closing by Par pursuant to this Section 7C(ii) until they shall receive are the same as the documents that were previously delivered to Par pursuant to a further certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company and the Guarantors canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificateprevious Closing. (ciii) A certificate from of a duly authorized officer of the Company Par stating that (i) to his or her actual knowledge the representations and warranties contained of Par set forth in Article V hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby 12 below are true and correct, (ii) no condition correct as of the date of the applicable Closing and that to his or event has occurred or is continuing or will result from the execution and delivery of this Agreement or any other Senior Notes Documents that 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, and (iii) her actual knowledge all the conditions set forth in this Article III and in the other Senior Notes Documents have been satisfied (other than those, if any, waived 7 required to be performed or complied with by Agent and the Purchasers in writing). (d) The Senior Notes duly executed by the Company and registered in the respective names of the Purchasers. (e) Payment for the costs, expenses, taxes and filing fees, if any, identified in Section 11.4 as to which the Purchasers give the Company notice Par prior to or at the that Closing have been performed or complied with by Par as of that Closing, including the reasonable fees and expenses of Xxxxxxx Procter LLP, special counsel to the Purchasers. (fiv) A private placement number At the first Series B Closing and at the Final Closing, a Certificate of Good Standing for Par certified by the Senior Notes issued by Standard & Poor's CUSIP Service Bureau. (g) A solvency certificate from the chief financial officer Secretary of the Company addressed State of Delaware as of a date not more than seven (7) business days prior to the Purchasers and dated the Closing Date and supporting the conclusion, that, after giving effect to the transactions contemplated in the Senior Notes Documents, the Syndicated Facility Documents, the Vessel Financing Documents, the Subordinated Notes, and the incurrence of all financing contemplated herein and therein, the Company and each of the Guarantors (other than the Restricted Guarantors) is not and will not be rendered insolvent by the indebtedness incurred in connection herewith or therewith, will not be left with unreasonably small capital with which to engage in its businesses and will not have incurred debts beyond its ability to pay such debts in the ordinary course as they mature and become duedate. (h) A favorable opinion of Xxxxxxxx Xxxx LLP, counsel to the Company and the Initial Guarantors, with respect to, among other things, the Security Documents (other than the Realty Mortgages), in form and substance satisfactory to the Purchasers. (i) Evidence reasonably satisfactory to the Purchasers of the prospective Debt Ratings by S&P and Xxxxx'x of the Senior Notes. (j) Each of the Security Documents duly executed and delivered by the Company and the Guarantors party thereto, together with (i) all filings to be made thereunder or in connection therewith, including, without limitation, form UCC-1 financing statements, (ii) evidence of insurance required under the Security Documents, (iii) commitments to issue title insurance from Fidelity National Title Insurance Company of New York (the "Title Company"), subject only to the payment of the title policy premium, with respect to the Real Estate specified on Schedule 3.2(j) other than the Properties identified on Schedule 3.2(j) under the heading "Escrow Delivery" (collectively, the "Remaining Owned Properties"), and (iv) a letter agreement from the Title Company in substantially the form of that circulated on October __, 2002 wherein the Title Company agrees to issue fully paid ALTA lender's title policies for the Remaining Owned Properties. With respect to items (iii) and (iv) above, all title insurance policies shall be in form and substance, with endorsements substantially similar to the corresponding policies issued to the Agent and Banks under the Syndicated Facility Documents, and in amount acceptable to the Purchasers and reasonably acceptable to the Company, insured, coinsured and reinsured by title insurers that either issued such corresponding title policies to the Agent and the Banks or is otherwise acceptable to the Noteholders and reasonably acceptable to the Company. (k) 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.