Common use of Documents, Certificates and Other Items Clause in Contracts

Documents, Certificates and Other Items. The Sellers will have delivered or caused to be delivered to Buyer: (a) Delivery by the Shareholders of duly executed assignments of the Company Shares; (b) A current Certificate of Good Standing issued by the Secretary of State of the State of Maine, such certificate dated not more than 15 days prior to the Closing Date; (c) a certificate of Company certifying (i) a true and complete copy of the Company’s articles of incorporation or charter, (ii) a true and complete copy of the Company’s Bylaws or operating agreement, and (iii) resolutions of the directors or managers of the Company and the Shareholders approving and authorizing the Company’s execution this Agreement and the Related Documents and the Company’s performance of its obligations under this Agreement and the Related Documents, and (ii) true and complete copies of the minutes of any meeting of the Shareholders or of any actions taken by the Shareholders without a meeting; (d) A certificate signed by each of the Shareholders, individually, and of an officer of the Company, stating that the conditions specified in Sections 6.1 and 6.2 have been satisfied; (e) A Non-Competition Agreement executed and delivered by Shareholders in the form attached hereto as Exhibit A; (f) Employment Agreements, executed and delivered by each Shareholder in the forms attached hereto as Exhibit B-1 and B-2 (collectively, the “Employment Agreements”); (g) A certificate executed by the Shareholders, satisfying the requirements of Treasury Regulations Section 1.1445-2(b) (2), stating that the Shareholders are not a “foreign person”; (h) A Lease Agreement by and between Shareholders, as lessors, and the Company, as lessee, duly executed by the Shareholders, and in the form of Exhibit C attached hereto (the “Fort Fairfield Lease”) (i) Sublease of the Aroostook Mall Lease from the Shareholders to the Company, in form acceptable to the Buyer (the “Aroostook Sublease”); (j) Sellers shall have executed and delivered a Closing Statement in form mutually agreed by Buyer and Sellers (the “Closing Statement”); and (k) All other documents and instruments required under this Agreement or reasonably requested by Buyer in connection with the consummation of the transactions contemplated by this Agreement.

Documents, Certificates and Other Items. The Sellers will have delivered or caused to be delivered to Buyer: (a) Delivery by the Shareholders of duly executed assignments issued certificates for all of the Company SharesStock, duly endorsed in blank or with blank stock powers attached; (b) A resignations of all directors of the Companies; (c) minute books, stock certificate and transfer books, corporate seals and other corporate records of each of the Companies; (d) the (i) termination of that certain Executive Employment Agreement, dated as of November 18, 2002, between CSC, Coastal and Kxxx and (ii) delivery of a release, in a form reasonably satisfactory to Buyer, executed by Kxxx in favor of CSC and Coastal and releasing all rights and claims related to such Executive Employment Agreement; (e) the (i) termination of that certain Employment Agreement, dated July 15, 2002, among CSC, Bariston Partners, LLC and Mxxx XxXxxxxx, as amended, and (ii) delivery of a release, in a form reasonably satisfactory to Buyer, executed by MxXxxxxx in favor of CSC and releasing all rights and claims related to such Employment Agreement; (f) each Employment Agreement, duly executed; (g) a current Certificate of Good Standing evidencing the corporate standing of each Company issued by the Secretary of State of the State such entity’s state of Maine, such certificate dated not more than 15 days prior to the Closing Date; (c) a certificate of Company certifying (i) a true and complete copy of the Company’s articles of incorporation or charter, (ii) a true and complete copy of the Company’s Bylaws or operating agreement, and (iii) resolutions of the directors or managers of the Company and the Shareholders approving and authorizing the Company’s execution this Agreement and the Related Documents and the Company’s performance of its obligations under this Agreement and the Related Documents, and (ii) true and complete copies of the minutes of any meeting of the Shareholders or of any actions taken by the Shareholders without a meeting; (d) A certificate signed by each of the Shareholders, individually, and of an officer of the Company, stating that the conditions specified in Sections 6.1 and 6.2 have been satisfied; (e) A Non-Competition Agreement executed and delivered by Shareholders in the form attached hereto as Exhibit A; (f) Employment Agreements, executed and delivered by each Shareholder in the forms attached hereto as Exhibit B-1 and B-2 (collectively, the “Employment Agreements”); (g) A certificate executed by the Shareholders, satisfying the requirements of Treasury Regulations Section 1.1445-2(b) (2), stating that the Shareholders are not a “foreign person”incorporation; (h) A Lease the termination of that certain Amended and Restated Stockholders Agreement by among Sellers, CSC and between ShareholdersCoastal dated as of May 28, as lessors, and the Company, as lessee, duly executed by the Shareholders, and in the form of Exhibit C attached hereto (the “Fort Fairfield Lease”)2004; (i) Sublease the termination of that certain Amended and Restated Registration Agreement among CSC and the Aroostook Mall Lease from the Shareholders to the CompanySellers dated as of May 28, in form acceptable to the Buyer (the “Aroostook Sublease”)2004; (j) Sellers shall have executed the termination of those Amended and delivered a Closing Statement in form mutually agreed by Buyer Restated Merchant Banking Services and Sellers (the “Closing Statement”)Indemnification Agreements, as amended, with Bariston Affiliates; and (k) All all other documents and instruments required under this Agreement or reasonably requested by Buyer in connection with the consummation of the transactions contemplated by this Agreement.

Documents, Certificates and Other Items. The Sellers will have delivered or caused to be delivered to Buyer: (a) Delivery by the Shareholders Shareholder of duly executed assignments of the Company Shares; (b) A current Certificate of Good Standing Existence issued by the Secretary of State of the State Commonwealth of MaineKentucky, such certificate dated not more than 15 two (2) days prior to the Closing Date; (c) a certificate of the Company certifying (i) a true and complete copy of the Company’s articles of incorporation or charterincorporation, (ii) a true and complete copy of the Company’s Bylaws or operating agreement, and (iii) resolutions of the directors or managers of the Company and the Shareholders Shareholder approving and authorizing the Company’s execution this Agreement and the Related Documents and the Company’s performance of its obligations under this Agreement and the Related Documents, and (iiiv) true and complete copies of the minutes of any meeting of the Shareholders Shareholder or of any actions taken by the Shareholders Shareholder without a meeting; (d) A certificate signed by each of the ShareholdersShareholder, individually, and of an officer of the Company, stating that the conditions specified in Sections 6.1 6.2 and 6.2 6.3 have been satisfied; (e) A Non-Competition Agreement executed and delivered by Shareholders the Shareholder in the form attached hereto as Exhibit AA (the “Non-Competition Agreement”); (f) Employment AgreementsAgreement, executed and delivered by each Shareholder Xxxxxx X. Xxxxxx in the forms form attached hereto as Exhibit B-1 and B-2 B (collectively, the “Employment AgreementsAgreement”); (g) A certificate executed by the ShareholdersShareholder, satisfying the requirements of Treasury Regulations Section 1.1445-2(b) (22(b)(2), stating that the Shareholders are Shareholder is not a “foreign person”; (h) A New lease agreements for the Prestonsburg, Kentucky location (the “Lease Agreement Agreements”) and consents to the Transaction by and landlord of leases between Shareholders, as lessors, and the Company, as lesseetenant, and the respective landlord of each facility leased by the Company, in each case duly executed by the Shareholders, landlord thereof and in form satisfactory to Buyer and the form of Exhibit C attached hereto (the “Fort Fairfield Lease”)Sellers; (i) Sublease of the Aroostook Mall Lease from the Shareholders to the Company, in form acceptable to the Buyer (the “Aroostook Sublease”); (j) The Sellers shall have executed and delivered a Closing Statement in form mutually agreed by Buyer and the Sellers (the “Closing Statement”); and (kj) All other documents and instruments required under this Agreement or reasonably requested by Buyer in connection with the consummation of the transactions contemplated by this Agreement.

Documents, Certificates and Other Items. The Sellers Seller Parties will have delivered or caused to be delivered to Buyerthe Buyer Parties: (a) Delivery by an assignment from the Shareholders Sellers of duly executed assignments of the Company Shares in form satisfactory to the Buyer together with the original stock certificates evidencing the Company Shares; (b) A a current Certificate certificate of Good Standing good standing issued by the Secretary of State of state in which the State of MaineCompany was formed, such certificate dated not more than 15 days prior to the Closing Date; (c) a certificate of the secretary of the Company and the Principal Shareholders certifying (i) a true and complete copy of the Company’s 's articles of incorporation or charter, (ii) a true and complete copy of the Company’s Bylaws or operating agreement's bylaws, and (iii) resolutions of the directors or managers of the Company and the Shareholders approving and authorizing the Company’s 's execution this Agreement and the Related Documents and the Company’s 's performance of its obligations under this Agreement and the Related Documents, and (ii) true and complete copies of the minutes of any meeting of the Shareholders shareholders of Company or of any actions taken by the Shareholders shareholders of the Company without a meeting; (d) A a certificate signed by each the Sellers, individually and as the officers of the Shareholders, individually, and of an officer of the CompanyCompany (as applicable), stating that the conditions specified in Sections 6.1 and 6.2 have been satisfied; (e) A a Non-Competition Agreement executed by each of the Principal Shareholders and delivered by Shareholders in the form attached hereto as Exhibit AXxx Xxxxx; (f) Employment Agreements, a Contribution and Exchange Agreement executed and delivered by each Shareholder in the forms attached hereto as Exhibit B-1 and B-2 (collectively, the “Employment Agreements”)Seller; (g) A a Stock Power executed in blank by each Seller; (h) a certificate executed by the Shareholderseach Seller, satisfying the requirements of Treasury Regulations Section 1.1445-2(b) (22(b)(2), stating that the Shareholders are such Seller is not a “"foreign person”"; (h) A Lease Agreement by and between Shareholders, as lessors, and the Company, as lessee, duly executed by the Shareholders, and in the form of Exhibit C attached hereto (the “Fort Fairfield Lease”) (i) Sublease of the Aroostook Mall Lease from the Shareholders to the Company, evidence in form acceptable and substance satisfactory to the Buyer that the Seller Parties have obtained (or caused be obtained) all of the “Aroostook Sublease”)waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Schedule 3.4; (j) Sellers shall have properly executed and delivered a Closing Statement in form mutually agreed by Buyer and Sellers (Joinders from each of the “Closing Statement”)Additional Shareholders; and (k) All all other documents and instruments required under this Agreement or reasonably requested by the Buyer Parties in connection with the consummation of the transactions contemplated by this Agreement.