Common use of Documents to be Delivered by the Sellers Clause in Contracts

Documents to be Delivered by the Sellers. At the applicable Closing, the Sellers will deliver, or cause to be delivered, to Purchaser or any applicable Purchaser Designee, as the case may be, the following: (a) where applicable, certificates or other evidence representing the Shares being sold, transferred and assigned at such Closing duly endorsed in blank (or accompanied by duly executed transfer powers); (b) written resignations of the members of each of the board of directors, management committee or equivalent managing body of the Acquired Companies that are the subject of such Closing, whose names are set forth on Schedule 3.4(b); (c) without prejudice to any rights under Article XI, a certificate of the Sellers in a form satisfactory to the Purchaser acting reasonably, executed on the Sellers' behalf by a duly authorized representative, representing and warranting to the Purchaser that as of the Closing Date, the conditions set forth in Section 8.2(a) (Representations and Warranties of the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing Date; (d) each of the Related Agreements duly executed by EME and any other applicable Seller that relate to such Closing; (e) evidence of cancellation of the Project Notes or of the other Owner Notes, as the case may be, or endorsements and delivery or duly executed assignments thereof; (f) evidence of any releases of any of the guarantees applicable to Acquired Companies that are the subject of such Closing provided by any AC Guarantee Party, if obtained, pursuant to Section 6.15; (g) Foreign Implementing Agreements, if applicable; (h) the unconditional and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2; (i) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser Designee; (j) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. and Beheer-en Beleggingsmaatschappij Jydeno B.V. by the applicable Purchaser Designee; (k) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of EME del Caribe Holding GmbH by the applicable Purchaser Designee; (l) evidence (in form satisfactory to the Purchaser acting reasonably) of the satisfaction of all Third-Party Conditions, subject to the second sentence of Section 8.2(d); (m) at the Second Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Shares of MEC BV; and (n) such other duly executed instruments of transfer, assignment or assumption and such other documents as may be reasonably requested by the Purchaser to evidence the proper consummation of the Closing, not less than five (5) Business Days before the Closing Date, in connection with the sale, transfer and assumption of the Shares, Owner Notes, EME Guarantees and letters of credit to be sold, transferred or assumed (as the case may be) at such Closing pursuant to this Agreement.

Documents to be Delivered by the Sellers. At or prior to the applicable Closing, ---------------------------------------- the Sellers will shall deliver, or cause to be delivered, to Purchaser or any applicable and Purchaser Designee, as the case may be, Parent the following: (a) where applicablea certificate of an officer of Enron Renewable Energy Corp., certificates an indirect owner of Seller or other evidence representing the Shares being sold, transferred general partner of such Seller certifying that the closing conditions set forth in Sections 9.2(a) (with respect to the --------------- Seller's representations and assigned at such Closing duly endorsed in blank warranties) and 9.2(b) (or accompanied by duly executed transfer powers)with respect to the ------ Seller's obligations and covenants) have been satisfied; (b) written resignations the Assignment and Bill of Sale (in sufficient counterparts to facilitate recording) sxxxxantially in the form of Exhibit C and such other --------- instruments of conveyance reasonably necessary for the transfer of the members of each of Assets, duly executed by the board of directors, management committee or equivalent managing body of the Acquired Companies that are the subject of such Closing, whose names are set forth on Schedule 3.4(b)Seller; (c) without prejudice all documents or instruments reasonably necessary to any rights under Article XI, a certificate transfer the interest of the Sellers appropriate Seller in a form satisfactory to the Purchaser acting reasonably, executed on the Sellers' behalf by a duly authorized representative, representing and warranting to the Purchaser that as of the Closing Date, the conditions set forth in Section 8.2(a) (Representations and Warranties of the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing DateLeased Real Property; (d) each originally executed copies of the Related Agreements duly Transaction Documents executed by EME all parties thereto other than Purchaser and any other applicable Seller that relate to such ClosingPurchaser Parent; (e) evidence copies of cancellation of any and all Contracts entered into or obtained during the Project Notes or of Interim Period relating to the other Owner Notes, as the case may be, or endorsements and delivery or duly executed assignments thereofAssets; (f) evidence of any releases of any of an executed Quitclaim Deed (substantially in the guarantees form attached hereto as Exhibit B), whereby the applicable Seller transfers the Owned Real --------- Property to Acquired Companies that are the subject of such Closing provided by any AC Guarantee Party, if obtained, pursuant to Section 6.15Purchaser; (g) Foreign Implementing Agreementsthe Records of the Sellers, if applicable;complete in all material respects; and (h) the unconditional and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2; (i) at the First Closingan affidavit, evidence (in a form satisfactory prepared by Purchaser and reasonably acceptable to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase applicable Seller, made under penalty of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser Designee; (j) at the First Closingperjury, evidence (in a form satisfactory pursuant to the Purchaser acting reasonably) of notarial deeds having been executed Foreign Investment in accordance with Applicable Law to reflect the purchase of the Project Shares of each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. and Beheer-en Beleggingsmaatschappij Jydeno B.V. by the applicable Purchaser Designee; (k) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of EME del Caribe Holding GmbH by the applicable Purchaser Designee; (l) evidence (in form satisfactory to the Purchaser acting reasonably) of the satisfaction of all Third-Party Conditions, subject to the second sentence of Section 8.2(d); (m) at the Second Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Shares of MEC BV; and (n) such other duly executed instruments of transfer, assignment or assumption and such other documents as may be reasonably requested by the Purchaser to evidence the proper consummation of the Closing, not less than five (5) Business Days before the Closing Date, in connection with the sale, transfer and assumption of the Shares, Owner Notes, EME Guarantees and letters of credit to be sold, transferred or assumed (as the case may be) at such Closing pursuant to this AgreementReal Property Tax Act.

Documents to be Delivered by the Sellers. At the applicable Closing, the Sellers will shall deliver, or cause to be delivered, to the Purchaser or any applicable Purchaser Designee, as the case may be, the following: (a) where applicable, 8.1.1 stock certificates or other evidence representing all of the Shares being soldand the shares described in Section 7.1.4, transferred and assigned at such Closing duly endorsed in blank (or accompanied by duly executed stock transfer powers)powers and with all requisite stock transfer tax stamps attached; (a) written resignations of each of the directors of each Company and Subsidiary; and (b) written resignations of those Company and Subsidiary officers identified by Purchaser; 8.1.3 the members Certificate of Non-Foreign Status; 8.1.4 a Non-Competition Agreement, duly executed by each Seller and Invensys, in the form set forth in Annex B; 8.1.5 such other documents as Purchaser may reasonably request for the purpose of (i) evidencing the accuracy of any of Sellers' representations and warranties, (ii) evidencing the performance by each Seller of, or the compliance by each Seller with, any covenant or obligations required to be performed or complied with by such Seller, (iii) evidencing the satisfaction of any condition referred to in Section 7, or (iv) otherwise facilitating the consummation or performance of any of the board of directorstransactions contemplated by this Agreement; 8.1.6 documents, management committee agreements or equivalent managing body instruments, in form and substance satisfactory to Purchaser and its counsel, certifying to Purchaser that all receivables factoring arrangements to which any Company or Subsidiary is a party have been terminated, settled, or cancelled effective prior to or as of the Acquired Companies that are the subject of such Closing, whose names are set forth on Schedule 3.4(b)Closing Date; (c) without prejudice to any rights under Article XI, 8.1.7 a certificate of from the applicable Sellers in a form satisfactory certifying to Purchaser the Purchaser acting reasonablydollar amounts that, executed on the Sellers' behalf by a duly authorized representative, representing and warranting to the Purchaser that as of the Closing Date, have not been expended in connection with shut-down costs for the conditions Ozark and Elkhorn facilities and initially described on Schedule 2.5; and 8.1.8 the Escrow Agreement duly executed by each Seller and Invensys, in the form set forth in Section 8.2(a) (Representations and Warranties of Annex E; and 8.1.9 the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Transition Services Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing Date; (d) each of the Related Agreements duly executed by EME each Seller and any other applicable Seller that relate to such Closing; (e) evidence of cancellation of the Project Notes or of the other Owner Notes, as the case may be, or endorsements and delivery or duly executed assignments thereof; (f) evidence of any releases of any of the guarantees applicable to Acquired Companies that are the subject of such Closing provided by any AC Guarantee Party, if obtained, pursuant to Section 6.15; (g) Foreign Implementing Agreements, if applicable; (h) the unconditional and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2; (i) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser Designee; (j) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. and Beheer-en Beleggingsmaatschappij Jydeno B.V. by the applicable Purchaser Designee; (k) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of EME del Caribe Holding GmbH by the applicable Purchaser Designee; (l) evidence (in form satisfactory to the Purchaser acting reasonably) of the satisfaction of all Third-Party Conditions, subject to the second sentence of Section 8.2(d); (m) at the Second Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Shares of MEC BV; and (n) such other duly executed instruments of transfer, assignment or assumption and such other documents as may be reasonably requested by the Purchaser to evidence the proper consummation of the Closing, not less than five (5) Business Days before the Closing DateInvensys, in connection with the sale, transfer and assumption of the Shares, Owner Notes, EME Guarantees and letters of credit to be sold, transferred or assumed (as the case may be) at such Closing pursuant to this Agreement.form set forth in Annex F.

Documents to be Delivered by the Sellers. At the applicable Closing, the Sellers will shall deliver, or cause to be delivered, to the Purchaser the following: (a) stock certificates representing the Shares, duly endorsed in blank or any applicable accompanied by stock transfer powers; (b) the certificate referred to in SECTION 7.1(c); (c) the opinion of Wisler, Pearlstine, Xxxxxx, Xxxxx, Xxxxxxx & Potash, LLP, counsel to the Sellers, in form and substance reasonably satisfactory to the Purchaser Designeeand its counsel; (d) copies of all consents and waivers referred to in SECTION 7.1(e) hereof; (e) written evidence of the repayment to the Company in immediately available funds of all Affiliate Loans; (f) written evidence of the payment to Xxxxxx Xxxxx required by SECTION 6.11 and termination of his employment; (g) releases of Liens in accordance with SECTION 6.12; (h) evidence of termination of the lease specified in SECTION 6.15(a) and the new lease specified in such section; (i) written evidence of termination and release of liability with respect to all of the Company's SERPs as set forth on SCHEDULE 6.18; (j) written evidence of termination of the Advantage Marketing Arrangement in accordance with SECTION 6.17; (k) written resignations of each of the directors of the Company; (l) duly executed FIRPTA Affidavits for each Seller; (m) certificate of good standing with respect to the Company issued by the Secretary of the Commonwealth of Pennsylvania and for each state in which the Company is qualified to do business as a foreign corporation dated as close as possible to the Closing Date and brought down to the Closing Date by telegram; (n) the existing minute books and stock transfer books and records of the Company; (o) a receipt executed by each Seller for the portion of the Base Purchase Price (less the Escrow Amount) paid or delivered, as the case may be, to such Seller at the following: (a) where applicable, certificates or other evidence representing the Shares being sold, transferred and assigned at such Closing duly endorsed in blank (or accompanied by duly executed transfer powers)Closing; (bp) written resignations a copy of the members Articles of each Incorporation of the board of directorsCompany, management committee or equivalent managing body certified by the Secretary of the Acquired Companies that are the subject Commonwealth of such Closing, whose names are set forth on Schedule 3.4(b)Pennsylvania; (cq) without prejudice to any rights under Article XI, a certificate copy of the Sellers in Bylaws of the Company, certified by the Company's secretary as being a form satisfactory to the Purchaser acting reasonablytrue, executed on the Sellers' behalf by a duly authorized representative, representing correct and warranting to the Purchaser that complete copy thereof as of the Closing Date, the conditions set forth in Section 8.2(a) (Representations and Warranties of the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing Date; (dr) each of the Related Agreements duly executed by EME and any stock powers or such other applicable Seller that relate to such Closing; (e) evidence of cancellation of the Project Notes or of the other Owner Notes, documents as the case may be, or endorsements and delivery or duly executed assignments thereof; (f) Purchaser shall reasonably require to evidence the transfer of any releases of any of the guarantees applicable to Acquired Companies that are the subject of such Closing provided Shares required by any AC Guarantee Party, if obtained, pursuant to Section 6.15; (g) Foreign Implementing Agreements, if applicable; (h) the unconditional and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2; (i) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser Designee; (j) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. and Beheer-en Beleggingsmaatschappij Jydeno B.V. by the applicable Purchaser Designee; (k) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of EME del Caribe Holding GmbH by the applicable Purchaser Designee; (l) evidence (in form satisfactory to the Purchaser acting reasonably) of the satisfaction of all Third-Party Conditions, subject to the second sentence of Section 8.2(dSECTION 7.1(o); (m) at the Second Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Shares of MEC BV; and (ns) such other duly executed instruments of transfer, assignment or assumption and such other documents as may be reasonably requested by the Purchaser to evidence the proper consummation of the Closing, not less than five (5) Business Days before the Closing Date, in connection with the sale, transfer and assumption of the Shares, Owner Notes, EME Guarantees and letters of credit to be sold, transferred or assumed (as the case may be) at such Closing pursuant to this Agreementshall reasonably request.

Documents to be Delivered by the Sellers. At the applicable Closingclosing, the Sellers will deliver, shall deliver to the Buyer (or cause to be delivered, to Purchaser or any applicable Purchaser Designeethe appropriate escrow agent, as the case may be, described in section 8.1(l)) the following: : (a) where applicable, stock certificates or other evidence representing the Shares being sold, transferred and assigned at such Closing duly endorsed in blank (or accompanied by duly executed transfer powers); (b) written resignations all of the members outstanding shares of each capital stock of the board of directors, management committee or equivalent managing body of the Acquired Companies that are the subject of such Closing, whose names are set forth on Schedule 3.4(b); (c) without prejudice to any rights under Article XI, a certificate of the Sellers in a form satisfactory to the Purchaser acting reasonably, executed on the Sellers' behalf by a duly authorized representative, representing and warranting to the Purchaser that Company as of the Closing Date, the conditions set forth free and clear of any Lien, duly endorsed in Section 8.2(ablank or accompanied with stock transfer powers and with any requisite stock transfer tax stamps attached; (b) (Representations and Warranties an opinion of Proskauer Xxxx Xxxxx & Xxxxxxxxxx LLP, counsel to the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing Date; (d) each of the Related Agreements duly executed by EME and any other applicable Seller that relate to such Closing; (e) evidence of cancellation of the Project Notes or of the other Owner Notes, as the case may be, or endorsements and delivery or duly executed assignments thereof; (f) evidence of any releases of any of the guarantees applicable to Acquired Companies that are the subject of such Closing provided by any AC Guarantee Party, if obtained, pursuant to Section 6.15; (g) Foreign Implementing Agreements, if applicable; (h) the unconditional and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2; (i) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser Designee; (j) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. and Beheer-en Beleggingsmaatschappij Jydeno B.V. by the applicable Purchaser Designee; (k) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of EME del Caribe Holding GmbH by the applicable Purchaser Designee; (l) evidence (in form satisfactory to the Purchaser acting reasonably) of the satisfaction of all Third-Party Conditions, subject to the second sentence of Section 8.2(d); (m) at the Second Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Shares of MEC BV; and (n) such other duly executed instruments of transfer, assignment or assumption and such other documents as may be reasonably requested by the Purchaser to evidence the proper consummation of the Closing, not less than five (5) Business Days before dated the Closing Date, in connection substantially the form of exhibit 8.1(b); (c) an opinion of Wiley, Rein & Fielding, Commission counsel to the Sellers, dated the Closing Date, in substantially the form of exhibit 8.1(c); (d) the certificate referred to in section 7.1(k); (e) copies of all consents and approvals received pursuant to section 6.6; (f) resignations of each director and each officer of the Company; (g) a certificate from each Seller in the form set forth in Treasury Regulations section 1.1445-2(b)(2)(iii) that such Seller is not a foreign person within the meaning of such section; (h) a payoff letter from the Lenders and UCC-3 termination statements terminating the Lenders' security interest in the Stock; (i) a release of the Company from each Seller of any liability for any inter-company indebtedness or any management fees or consulting fees payable to such Seller or its affiliates; (j) all minute books and stock records of the Company; (k) a reliance letter (in form reasonably acceptable to Buyer) from the firm that performed the Phase One Environmental Assessments on the real property owned by the Company allowing the Buyer (and its lenders) to rely on such Assessments; (l) wire transfer of the Sellers' Working Capital Escrow Amount to the Working Capital Escrow Agent (and wire transfer of the Litigation Escrow to the Litigation Escrow Agent, if required by section 10.3); and (m) any other instruments or certificates Buyer may reasonably request consistent with the sale, transfer and assumption terms of the Shares, Owner Notes, EME Guarantees and letters of credit to be sold, transferred or assumed (as the case may be) at such Closing pursuant to this Agreementagreement.

Documents to be Delivered by the Sellers. At the applicable Closing, in addition to any other documents specifically required to be delivered pursuant to the Sellers will deliverterms of this Agreement, each Seller shall deliver or cause to be delivereddelivered to CBIZ and Buyer, in form and substance reasonably satisfactory to Purchaser CBIZ and Buyer: (a) true, correct and complete copies of duly executed written actions of all of the shareholders/members and board of directors/managers of each Subject Company, authorizing and approving the execution and delivery of this Agreement and all other documents and instruments required hereunder to be executed and delivered by each Subject Company and the consummation by the Subject Companies of all transactions and agreements contemplated herein, as certified by the Secretary of such Subject Company; (b) certificate of good standing of each Subject Company issued by the Secretary of State of the States of New York, Florida and Texas, as applicable, dated not more than ten (10) days prior to the Closing; (c) true, correct and complete copies of the Articles of Incorporation or any applicable Purchaser DesigneeCertificate of Formation, as the case may be, the following: (a) where applicable, certificates or other evidence representing the Shares being sold, transferred and assigned at such Closing duly endorsed in blank (or accompanied by duly executed transfer powers); (b) written resignations of the members of each Subject Company, certified by the Secretary of State of New York, and the board of directors, management committee Bylaws or equivalent managing body of the Acquired Companies that are the subject of such Closing, whose names are set forth on Schedule 3.4(b); (c) without prejudice to any rights under Article XI, a certificate of the Sellers in a form satisfactory to the Purchaser acting reasonably, executed on the Sellers' behalf by a duly authorized representative, representing and warranting to the Purchaser that as of the Closing Date, the conditions set forth in Section 8.2(a) (Representations and Warranties of the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing Date; (d) each of the Related Agreements duly executed by EME and any other applicable Seller that relate to such Closing; (e) evidence of cancellation of the Project Notes or of the other Owner NotesOperating Agreement, as the case may be, or endorsements and delivery or of each Subject Company, certified by the Secretary of such Subject Company; (d) a transfer power, duly executed assignments thereofby each Owner conveying, selling, transferring and assigning to Buyer all of the membership interests of MC FOS, free and clear of all security interests, liens, claims, pledges, charges, encumbrances or equities whatsoever; [**] denotes confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (e) a Xxxx of Sale, substantially in the form of Exhibit B (the “Xxxx of Sale”), duly executed by each Selling Entity, conveying, selling, transferring and assigning to Buyer title to all of the Acquired Assets free and clear of all security interests, liens, charges, encumbrances or equities whatsoever; (f) evidence an Assignment and Assumption Agreement related to the Contracts, substantially in the form of any releases Exhibit C (the “Assignment and Assumption Agreement”), duly executed by each Selling Entity, together with the written consents of any all parties necessary in order to transfer all of the guarantees applicable Selling Entities’ rights thereunder to Acquired Companies that are the subject of such Closing provided by any AC Guarantee Party, if obtained, pursuant to Section 6.15CBIZ; (g) Foreign Implementing Agreementsa Lock-Up Agreement, if applicablesubstantially in the form of Exhibit D (each such agreement referred to herein individually as the “Lock-Up Agreement”), duly executed by each Seller; (h) the unconditional MHM Purchase Agreement, duly executed by MHM, Xxxxxxx Xxxxx and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2each Owner; (i) at a Subscription and Affiliation Agreement, substantially in the First Closingform of Exhibit F (each such agreement referred to herein individually as the “Subscription Agreement,” and referred to collectively as the “Subscription Agreements”), evidence (in a form satisfactory duly executed by each Owner and delivered to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser DesigneeMHM; (j) at a Stockholder’s Agreement, substantially in the First Closingform of Exhibit G (each such agreement referred to herein individually as the “Stockholder’s Agreement,” and referred to collectively as the “Stockholder’s Agreements”), evidence (in a form satisfactory duly executed by each Owner and delivered to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. and Beheer-en Beleggingsmaatschappij Jydeno B.V. by the applicable Purchaser DesigneeMHM; (k) at a PCAOB Consent, substantially in the First Closingform of Exhibit H (each such document referred to herein individually as the “PCAOB Consent,” and referred to collectively as the “PCAOB Consents”), evidence (in a form satisfactory duly executed by each Owner and delivered to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of EME del Caribe Holding GmbH by the applicable Purchaser DesigneeMHM; (l) evidence (in form satisfactory to a letter of resignation, dated the Purchaser acting reasonably) Effective Date, duly executed by each person serving as an officer, director or manager of MC FOS as of the satisfaction of all Third-Party Conditions, subject to the second sentence of Section 8.2(d);Effective Date; and (m) at the Second Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase an amendment for each of the Shares Employee Plans and Benefit Arrangements removing MC FOS as a participating employer and ceasing the accrual of MEC BV; andall future benefits thereunder by all employees effective as of the Effective Date; (n) such other duly executed instruments evidence of transfer, assignment or assumption and such other documents as may be reasonably requested by the Purchaser to evidence the proper consummation termination for each of the ClosingEmployee Plans and Benefit Arrangements, not less than five (5) Business Days before including, without limitation, the Closing DateXxxxxxx Xxxxx & Company, in connection with CPA, P.C. Defined Contribution Plan and the saleXxxxxxx Xxxxx & Company, transfer and assumption CPA, P.C. Profit Sharing Plan, except for the Defined Benefit Plan, effective as of the SharesEffective Date; (o) an amendment of the Xxxxxxx Xxxxx & Company, Owner NotesCPA, EME Guarantees and letters of credit to be sold, transferred or assumed (as the case may be) at such Closing pursuant to this Agreement.P.

Documents to be Delivered by the Sellers. At the applicable Closing, the Sellers will shall deliver, or cause to be delivered, to the Purchaser or any applicable Purchaser Designee, as (and the case may be, Designees) the following: (a) where applicable, the stock certificates or other evidence representing the Company Shares being sold, transferred and assigned at such Closing duly endorsed in blank the name of the Purchaser (or accompanied and/or its designees), together with a certificate issued by duly executed transfer powers)the secretary of the board of directors of the Company, certifying that the Purchaser (and the Designees) has been registered as owner of such Company Shares in the stock registry book of the Company; (b) written resignations of the members of each of Consents and Governmental Approvals referred to in Exhibit E (other than the board of directors, management committee or equivalent managing body of Consent described in clause 2 thereof) (to the Acquired Companies that are the subject of extent such Closing, whose names are set forth on Schedule 3.4(bhas not been waived); (c) without prejudice to any rights under Article XI, a certificate the Books and Records of the Sellers in a form satisfactory to the Purchaser acting reasonably, executed on the Sellers' behalf by a duly authorized representative, representing and warranting to the Purchaser that as of the Closing Date, the conditions set forth in Section 8.2(a) (Representations and Warranties of the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing DateCompany; (d) (i) certified copies of the minutes of the respective shareholders and/or board of directors meetings of the Company at which the transfer of the Company Shares in favor of the Purchaser, the execution of the Ancillary Agreements to which such Company is a party, the appointment of the new members of the board of directors and attorneys-in-fact of such Company, the granting of the powers of attorney in favor of the Persons authorized to execute and deliver on its behalf the Ancillary Agreements to which such Company is a party, and the amendment to the estatutos sociales of such Company, were approved by the shareholders and/or board of directors of such Company, each certified by the Secretary of such Company and duly formalized, as applicable, by means of a public deed before a Mexican notary public, and (ii) evidence that the execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all other requisite action on the part of each of the Related Agreements duly executed by EME and any other applicable Seller that relate to such ClosingSellers; (e) evidence of cancellation each of the Project Notes or of the other Owner Notes, as the case may be, or endorsements certificates and delivery or duly executed assignments thereofdocuments contemplated by Section 7.1(c); (f) evidence of any releases of any the termination of the guarantees applicable to Acquired Companies that are Affiliate Arrangements, and the subject cancellation of such Closing provided by any AC Guarantee Party, if obtained, pursuant to Section 6.15the Intercompany Debt; (g) Foreign Implementing Agreementsevidence of the cancellation of the Indebtedness of the Company (including that deriving from the Credit Facilities) and the release of the Liens created under the Credit Facilities over the Company Shares, if applicablethe Mining Concessions and Rights, the Real Property and any other assets of the Company; (h) certified copy of a certification issued by the unconditional and irrevocable agreement and commitment Mining Public Registry confirming the good standing of the holder Mining Concessions and Rights, and the payment of the Contact Transfer Payment Obligation referred to in Section 3.2corresponding governmental fees; (i) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser Designeeresignations referred to in Section 6.14; (j) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares fulfillment of each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. the regulatory and Beheer-en Beleggingsmaatschappij Jydeno B.V. by the applicable Purchaser Designee;corporate actions referred to in Section 6.17; and (k) at certified copies of the First Closing, evidence (in a form satisfactory powers of attorney issued by each of the Sellers and the Company to the Purchaser acting reasonably) Person or Persons authorized to execute and deliver on their behalf this Agreement and the Ancillary Agreements to which each of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of EME del Caribe Holding GmbH by the applicable Purchaser Designee; (l) evidence (in form satisfactory to the Purchaser acting reasonably) of the satisfaction of all Third-Party Conditions, subject to the second sentence of Section 8.2(d); (m) at the Second Closing, evidence (in them is a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Shares of MEC BV; and (n) such other duly executed instruments of transfer, assignment or assumption and such other documents as may be reasonably requested by the Purchaser to evidence the proper consummation of the Closing, not less than five (5) Business Days before the Closing Date, in connection with the sale, transfer and assumption of the Shares, Owner Notes, EME Guarantees and letters of credit to be sold, transferred or assumed (as the case may be) at such Closing pursuant to this Agreementparty.

Documents to be Delivered by the Sellers. At the applicable Closing, the The Sellers will deliver, or cause to be delivered, shall have ---------------------------------------- delivered to Purchaser or any applicable Purchaser Designee, as the case may be, the followingfollowing documents: (ai) where applicable, certificates or other evidence stock certificate(s) representing the Shares being sold, transferred and assigned at such Closing Stock duly endorsed in blank (or accompanied by duly executed stock powers with all signatures guaranteed, together with any stock transfers, stamps or receipts for any transfer powers)taxes required to be paid thereon; (bii) written resignations effective at the Closing Date, of the members all officers and directors of each of the board of directors, management committee or equivalent managing body of the Acquired Companies that are the subject of such Closing, whose names are set forth on Schedule 3.4(b)Poser; (ciii) without prejudice to any rights under Article XI, a certificate the written general release executed as of the Sellers Closing Date by the Sellers, in a form and substance reasonably satisfactory to Purchaser, releasing and discharging Poser, and its successors or assigns from any and all claims, counterclaims, set-offs, debts, demands, or chooses in action whatsoever, at law or in equity, known or unknown, which any Seller, or any of his successors or assigns have or may have against Poser, except for the Purchaser acting reasonablyobligations for indemnification, executed identified on Schedule 2.1 (g) and any obligations created under this Agreement; (iv) all corporate and other records of or applicable to Poser, including but not limited to, minute books, corporate seals, stock books and registers; (v) the opinion of counsel to certain of the Sellers' behalf by a duly authorized representative, representing and warranting to the Purchaser that dated as of the Closing Date, addressed to Purchaser, in form and substance reasonably satisfactory to Purchaser and its counsel; (vi) copies of all consents obtained in order to consummate the conditions set forth in Section 8.2(a) (Representations and Warranties of the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in transactions contemplated by this Agreement shall be deemed made as required under Section 6.1(c) above; (vii) a certificate dated as of the Closing Date, with references in such representations and warranties executed by an authorized officer of Poser, to the Effective Date being deemed to be to effect that Poser is not and has not been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) and that interests in Poser do not constitute United States real property interests by reason of Section 897(c)(1)(13) of the Code; (viii) a certificate of good standing issued by the Secretary of State of the State of Delaware dated within ten (10) days of the execution of this Agreement, evidencing the good standing of Poser through the Closing Date; (dix) the Payoff Letters signed by each holder of the Related Agreements duly executed by EME and any other applicable Seller that relate Debt in such form as is reasonably acceptable to such ClosingPurchaser; (ex) evidence of cancellation of Such other releases, redemption agreements, canceled notes or other instruments or documents from the Project Notes or of obligees under the other Owner Notes, as the case may be, or endorsements and delivery or duly executed assignments thereof; (f) evidence of any releases of any of the guarantees applicable to Acquired Companies that are the subject of such Closing provided by any AC Guarantee Party, if obtained, pursuant to Section 6.15; (g) Foreign Implementing Agreements, if applicable; (h) the unconditional and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2; (i) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser Designee; (j) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. and Beheer-en Beleggingsmaatschappij Jydeno B.V. by the applicable Purchaser Designee; (k) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of EME del Caribe Holding GmbH by the applicable Purchaser Designee; (l) evidence (in form satisfactory to the Purchaser acting reasonably) of the satisfaction of all Third-Party Conditions, subject to the second sentence of Section 8.2(d); (m) at the Second Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Shares of MEC BV; and (n) such other duly executed instruments of transfer, assignment or assumption and such other documents Other Obligations as may be reasonably requested by the Purchaser to evidence full satisfaction of such Other Obligations upon payment or assumption by Purchaser at Closing; and (xi) a certificate executed by a duly authorized officer of Poser to the proper consummation of effect that the Closing, not less than five conditions contained in Sections 6.1(a) and (5b) Business Days before the Closing Dateabove have been complied with; provided that, in connection with the saleevent Sellers cannot provide such certificate, transfer and assumption the parties will use their best efforts to resolve all matters which prevent either of the Shares, Owner Notes, EME Guarantees and letters of credit such conditions to be sold, transferred or assumed (as the case may be) at such Closing pursuant to this Agreementhave not been satisfied.

Documents to be Delivered by the Sellers. At the applicable Closing, the Sellers will deliver, or cause shall deliver to be delivered, to Purchaser or any applicable Purchaser Designee, as the case may be, the followingPurchaser: (a) where applicable, certificates or other evidence representing the Shares being sold, transferred and assigned at such Closing duly endorsed in blank (or accompanied by Xxxx of Sale duly executed transfer powers)by the Sellers; (b) written resignations such other bills of the members sale, assignments, instruments of each of the board of directorstransfer and such other agreements and undertakings, management committee or equivalent managing body of the Acquired Companies that are the subject of such Closing, whose names are set forth on Schedule 3.4(b); (c) without prejudice to any rights under Article XI, a certificate of the Sellers in a form and substance reasonably satisfactory to the Purchaser acting reasonablyPurchaser, executed on as shall be necessary to convey the Sellers' behalf by a duly authorized representative, representing and warranting Acquired Assets to the Purchaser that and as of the Closing Date, the conditions set forth in Section 8.2(a) (Representations and Warranties of the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing Date; (d) each of the Related Agreements duly executed by EME and any other applicable Seller that relate to such Closing; (e) evidence of cancellation of the Project Notes or of the other Owner Notes, as the case may be, or endorsements and delivery or duly executed assignments thereof; (f) evidence of any releases of any of the guarantees applicable to Acquired Companies that are the subject of such Closing provided by any AC Guarantee Party, if obtained, pursuant to Section 6.15; (g) Foreign Implementing Agreements, if applicable; (h) the unconditional and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2; (i) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser Designee; (j) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. and Beheer-en Beleggingsmaatschappij Jydeno B.V. by the applicable Purchaser Designee; (k) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Project Shares of EME del Caribe Holding GmbH by the applicable Purchaser Designee; (l) evidence (in form satisfactory to the Purchaser acting reasonably) of the satisfaction of all Third-Party Conditions, subject to the second sentence of Section 8.2(d); (m) at the Second Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase of the Shares of MEC BV; and (n) such other duly executed instruments of transfer, assignment or assumption and such other documents as may be reasonably requested by the Purchaser or its counsel; (c) any and all documents required to evidence Transfer the proper consummation Vessels to, and to vest good, marketable and exclusive title thereto in, the Purchaser, free and clear of any and all Liens (except in the case of the ClosingAmerican Queen, not less than five which is being Transferred subject to the MARAD Liens); (5d) Business Days before the Closing DateNon-Compete Agreement duly executed by the Sellers; (e) the Escrow Agreement; (f) the Restricted Stock Agreement; (g) a vessel management and staffing agreement between Delta Queen Steamboat Company, Inc. and the Purchaser in a form agreeable to the parties pursuant to which Delta Queen Steamboat Company, Inc. shall make the services of certain employees available to the Purchaser in connection with the sale, transfer and assumption continued conduct of the SharesBusiness during the 2006 cruise season (the “Vessel Management Agreement”); (h) a “FIRPTA” certificate in the form and substance satisfactory to the Purchaser and in conformity with Section 1445(b)(2) of the Code, Owner Notesto the effect that each Seller is not a foreign person, EME Guarantees and letters any analogous certificate under any other applicable state, local or other Tax laws; (i) the various certifications, instruments, evidence and documents referred to in Section 6.1; and (j) a guarantee by Delaware North Companies, Inc. of credit the commitment by the Sellers to be soldindemnify the Purchaser in the manner, transferred or assumed (as to the case may be) at such Closing pursuant extent and subject to the limitations set forth in Article X of this Agreement, in form and substance reasonably acceptable to counsel for the Sellers and counsel for the Purchaser.

Documents to be Delivered by the Sellers. At the applicable Closing, the Sellers will deliver, or cause shall deliver to be delivered, to Purchaser or any applicable Purchaser Designee, as the case may be, the followingBuyers: (a) where applicable, certificates or other evidence representing copies of (i) the Shares being sold, transferred and assigned at such Closing duly endorsed in blank resolutions of the board of directors (or accompanied by duly executed transfer powers)of any competent governing body) of each Seller, authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, and (ii) Sellers' articles of incorporation and by-laws; (b) written resignations the share transfer registers and minute books of the members of each of the board of directorsTransferred Companies, management committee or equivalent managing body of the Acquired Companies that are the subject of such Closing, whose names are set forth on Schedule 3.4(b)where available; (c) without prejudice to any rights under Article XI, a certificate written resignation letters as provided for in Section 7.4; (d) evidence of termination of the Sellers Terminated Intragroup Agreements in accordance with Section 7.3; (e) a form satisfactory to the Purchaser acting reasonably, executed on the written confirmation by Sellers' behalf by a duly authorized representative, representing and warranting to the Purchaser counsel that as of the Closing DateDate (i) the Target Company has disposed of all shares and participation in USG Ventures Europe GmbH, the conditions set forth Asset Seller and USG Italia srl in Section 8.2(aliquidazione, (ii) the control and profit and loss sharing agreement signed on August 15, 2006 by and between the Target Company and USG Ventures Europe GmbH has been deleted from the commercial register, and (Representations iii) that and Warranties of in which amount the Sellers) and Section 8.2(b) (Performance of Obligations of distributions outlined in the Sellers) Restructuring Steps have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing Date; (d) each of the Related Agreements duly executed by EME and any other applicable Seller that relate to such Closing; (e) evidence of cancellation of the Project Notes or of the other Owner Notes, as the case may be, or endorsements and delivery or duly executed assignments thereofmade; (f) evidence a counterpart of any releases an assignment agreement relating to the Leased Real Property of any DAC11719918 the Asset Seller maintaining in all material respects the terms and conditions of the guarantees applicable existing lease to Acquired Companies that are be entered into between the subject of such Closing provided Asset Seller and the Asset Buyer duly executed by any AC Guarantee Party, if obtained, pursuant to Section 6.15the Asset Seller; (g) Foreign Implementing Agreements, if applicableany Material Consents or assignments or novations in respect of any Consent Items obtained prior to Closing; (h) possession of all Tangible Personal Property and Inventory of Asset Seller which is capable of transfer by delivery, which delivery shall, unless otherwise agreed, take place at the unconditional and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2Real Property; (i) at a written confirmation by the First Closing, evidence (Sellers substantially in a the form satisfactory to the Purchaser acting reasonablyattached hereto as Schedule 3.1(b) that after the share register for FHH (Guernsey) Limited contains appropriate entries reflecting date hereof and up to and including the purchase of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser DesigneeClosing Date, no event has occurred that has a Material Adverse Effect; (j) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase counterpart of the Project Shares of each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. and Beheer-en Beleggingsmaatschappij Jydeno B.V. Patent Assignment Agreement in substantially the form attached hereto as Schedule 3.1(a)(i) duly executed by the applicable Purchaser DesigneeSellers or their Affiliates a party thereto; (k) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase counterpart of the Project Shares of EME del Caribe Holding GmbH Copyright License Agreement in substantially the form attached hereto as Schedule 3.1(a)(ii) duly executed by the applicable Purchaser DesigneeSellers or their Affiliates a party thereto; (l) evidence (in form satisfactory to the Purchaser acting reasonably) a counterpart of the satisfaction of all Third-Party Conditions, subject to Trade Secrets License Agreement in substantially the second sentence of Section 8.2(d)form attached hereto as Schedule 3.1(a)(iii) duly executed by the Sellers or their Affiliates a party thereto; (m) at the Second Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law to reflect the purchase counterpart of the Shares Trademark License Agreement in substantially the form attached hereto as Schedule 3.1(a)(iv) duly executed by the Sellers or their Affiliates a party thereto; (n) a counterpart of MEC BVthe Trademark and Domain Name License Agreement in substantially the form attached hereto as Schedule 3.1(a)(v) duly executed by the Sellers or their Affiliates a party thereto; and (no) such other duly executed instruments after fulfillment of transfer, assignment or assumption all Closing Conditions and such other documents as may be reasonably requested the execution and delivery by the Purchaser to evidence the proper consummation Parties of all other Closing deliveries listed in Sections 4.2 and 4.3, a written confirmation of the Closing, not less than five (5Sellers substantially in the form attached hereto as Schedule 4.2(o) Business Days before that all Closing Conditions have been satisfied or waived and the Closing Date, in connection with the sale, transfer and assumption of the Shares, Owner Notes, EME Guarantees and letters of credit to be sold, transferred or assumed (as the case may be) at such Closing pursuant to transactions contemplated by this AgreementAgreement have been consummated.

Documents to be Delivered by the Sellers. At the applicable ---------------------------------------- Closing, the Sellers will shall deliver, or cause to be delivered, to the Purchaser or any applicable Purchaser Designee, as the case may be, the following: (a) where applicable, stock certificates or other evidence representing the Shares being soldShares, transferred and assigned at such Closing duly endorsed in blank (or accompanied by duly executed stock transfer powers)powers and with all requisite stock transfer tax stamps attached; (b) written resignations of the members of each of the board of directors, management committee or equivalent managing body of the Acquired Companies that are the subject of such Closing, whose names are set forth on Schedule 3.4(b)certificate referred to in Section 7.1(d) hereof; (c) without prejudice to any rights under Article XIthe opinion of Prindle, a certificate of the Sellers in a form satisfactory Decker & Amaro, special counsel to the Purchaser acting reasonablySellers, executed on the Sellers' behalf by a duly authorized representative, representing and warranting to the Purchaser that as of the Closing Date, the conditions set forth in Section 8.2(a) (Representations and Warranties of the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing Datesubsxxxxxxxly xxx xorm xx Xxhibit C hereto; (d) each copies of the Related Agreements duly executed by EME all consents and any other applicable Seller that relate waivers referred to such Closingin Section 7.1(i) hereof; (e) written evidence of cancellation (i) the repayment to Any Kind and U.S. Check of all Affiliate Loans, and (ii) the Project Notes or repayment by each of the other Owner Notes, as the case may be, or endorsements Any Kind and delivery or duly executed assignments thereofU.S. Check of all Affiliate Loans; (f) evidence Noncompetition Agreements, substantially in the form of any releases of any of the guarantees applicable to Acquired Companies that are the subject of such Closing provided Exhibit A hereto, duly executed by any AC Guarantee Party, if obtained, pursuant to Section 6.15each Seller; (g) Foreign Implementing Agreements, if applicablewritten resignations of each of the directors of Any Kind; (h) the unconditional and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2duly executed FIRPTA Affidavits for each Seller; (i) at certificates of good standing with respect to each Company issued by the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase Secretary of State of the Project Shares state of FHH (Guernsey) Limited by the applicable Purchaser Designeetheir organization and for each state in which such Person is qualified to do business as a foreign corporation or limited partnership; (j) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been duly executed in accordance with Applicable Law to reflect the purchase copy of the Project Shares of Shareholders Agreement, executed by each of MEC Indonesia B.V., MEC Java B.V. MEC Indo Coal B.V. and Beheer-en Beleggingsmaatschappij Jydeno B.V. by the applicable Purchaser DesigneeDFG Stock Purchaser; (k) at the First ClosingLimited Partners shall have delivered to Purchaser such bills of sale, evidence (assignments, special warranty deeds and other good and sufficient instruments of transfer and conveyance, in a form and substance satisfactory to Purchaser and its counsel, as shall be effective to vest in Purchaser, and to evidence the vesting in Purchaser acting reasonably) of notarial deeds having been executed in accordance with Applicable Law of, good and marketable title to reflect the purchase of the Project Shares of EME del Caribe Holding GmbH by the applicable Purchaser DesigneeLP Interests; (l) evidence (in form satisfactory to the Purchaser acting reasonably) full releases and discharges of any claims by any Affiliates of the satisfaction Companies (other than the Sellers) in respect of all Third-Party Conditionsany obligations owed by either Company to such Affiliate (other than in respect of the leases relating to 2131 Canal Street, subject to the second sentence of Section 8.2(dNew Orleans La. and 5612 N. Broad Street, Phixxxxxxxxx, Xx.); (m) at the Second ClosingSeller Xxxxxxxx, evidence xxxxxxxxxxxxx xx xxx xxrm of Exhibit E hereto, duly executed by each Seller; (in a form satisfactory to the Purchaser acting reasonablyn) of notarial deeds having been duly executed in accordance with Applicable Law to reflect the purchase copies of the Shares of MEC BVDFG Purchase Agreement, executed by each DFG Stock Purchaser; and (no) such other duly executed instruments of transfer, assignment or assumption and such other documents as may be reasonably requested by the Purchaser to evidence the proper consummation of the Closing, not less than five (5) Business Days before the Closing Date, in connection with the sale, transfer and assumption of the Shares, Owner Notes, EME Guarantees and letters of credit to be sold, transferred or assumed (as the case may be) at such Closing pursuant to this Agreementshall reasonably request.