Escrow of Closing Deliverables. Contemporaneously with the execution of this Agreement by each Contributor, such Contributor (other than Warburg) hereby deposits with the Contributor Representative: (a) an executed assignment in the form of Exhibit F, which shall contain stock powers duly executed in blank representing the Contributed Company Stock owned by such Contributor and a spousal consent in the form of Exhibit G, if applicable (collectively, the “Transfer Documents”); (b) an executed Amended LLC Agreement, subject to any changes approved by the Contributor Representative and Laredo after the date of this Agreement and through the Closing; (c) duly executed resignations from those officers and directors of the Company as set forth on Schedule 9.03(c)(i); (d) mutual releases of Liability in the form of Exhibit D-1 and Exhibit D-2, duly executed by the Company and each of the officers, directors and employees of the Company set forth on Schedule 9.03(c)(ii); and (e) a certificate in form and substance reasonably satisfactory to Laredo that such Contributor is not a “foreign person” within the meaning of Section 1445 of the Code and the Treasury Regulations thereunder. The Parties agree that such escrowed items shall remain in the possession of the Contributor Representative until the Closing at which time each Contributor hereby irrevocably authorizes the Contributor Representative to deliver them to Laredo in accordance with the other terms of this Agreement.
Escrow of Closing Deliverables. Contemporaneously with the execution of this Agreement by each Seller, such Seller hereby deposits with the Seller Representative (a) a duly executed assignment in the form of Exhibit A, which shall contain stock powers duly executed in blank representing the Company Securities owned by such Seller and to be sold hereunder, (b) if applicable, an executed spousal consent in the form of Exhibit B, (c) an executed mutual release in the form of Exhibit C-1 or Exhibit C-2, and (d) a certificate in form and substance reasonably satisfactory to Purchaser to the effect that such Seller is not a “foreign person” within the meaning of Section 1445 of the Code and the Treasury Regulations thereunder.
