Common use of To Company Clause in Contracts

To Company. (i) A bill of sale and assignment evidencing the contribution to Cxxxxny of those items described in paragraph 2 of Schedule 1.2(a), duly executed by Cemex or its Affiliates; (ii) A limited warranty deed for each parcel of Cemex Land duly executed by Cemex or its Affiliates, evidencing the contribution of the Cemex Land to Company (the "Cemex Warranty Deed"); (iii) A Title Policy for each parcel of Cemex Land; (iv) Any sales tax and real estate transfer tax returns, notice of sale of assets, inventory resale certificate or like governmental report required or permitted by any Governmental Authority having jurisdiction over the Cemex Real Property; (v) An affidavit pursuant to the Foreign Investment and Real Property Transfer Act in respect of the transfer of Cemex Land; (vi) Duly executed and assigned Certificates of Title for all vehicles/rolling stock being contributed to Company as part of the Cemex Assets; (vii) Resolutions adopted by the directors of Cemex or its Affiliates unanimously authorizing the execution and delivery of this Agreement and the transactions contemplated hereunder and appointing the person(s) authorized to consummate this transaction on behalf of Cemex or its Affiliates (the "Cemex Authorized Person(s)"); (viii) A current Certificate of Good Standing of Cemex or its Affiliates from each state in which a Cemex Business Location is located; (ix) A certificate executed by an authorized officer of Cemex or its Affiliates as to the incumbency of the Cemex Authorized Person(s); (x) Possession of the Cemex Assets; (xi) To the extent assignable, an assignment of the Cemex Permits; (xii) An instrument of assignment and assumption with respect to each Cemex Assumed Contract (the "Cemex Agreement Assignment and Assumption"), duly executed by Cemex or its Affiliates; (xiii) An Assignment and Assumption Agreement and Lessor and Lessee Estoppel Agreement with respect to each Cemex Lease substantially in the form attached hereto as Exhibit B (the "Cemex Lease Assignment"); and (xiv) The Cement Supply Agreement duly executed by Cemex, in its capacity as the Manager of Cemex LLC.

To Company. (i) A bill of sale and assignment evidencing the contribution to Cxxxxny of those items described in paragraph 2 of Schedule 1.2(a1.1(a), duly executed by Cemex or its AffiliatesRMUSA; (ii) A limited warranty deed for each parcel of Cemex RMUSA Land duly executed by Cemex or its AffiliatesRMUSA, evidencing the contribution of the Cemex RMUSA Land to Company (the "Cemex RMUSA Warranty Deed"); (iii) A Title Policy for each parcel of Cemex RMUSA Land; (iv) Any sales tax and real estate transfer tax returns, notice of sale of assets, inventory resale certificate or like governmental report required or permitted by any Governmental Authority having jurisdiction over the Cemex RMUSA Real Property; (v) An affidavit pursuant to the Foreign Investment and Real Property Transfer Act in respect of the transfer of Cemex RMUSA Land; (vi) Duly executed and assigned Certificates certificates of Title title for all vehicles/rolling stock being contributed to Company as part of the Cemex RMUSA Assets; (vii) Resolutions adopted by the directors of Cemex or its Affiliates RMUSA unanimously authorizing the execution and delivery of this Agreement and the transactions contemplated hereunder and appointing the person(s) authorized to consummate this transaction on behalf of Cemex or its Affiliates RMUSA (the "Cemex RMUSA Authorized Person(s)"); (viii) A current Certificate of Good Standing of Cemex or its Affiliates RMUSA from each state of the states in which a Cemex the RMUSA Business Location is Locations are located; (ix) A certificate executed by an authorized officer of Cemex or its Affiliates RMUSA as to the incumbency of the Cemex RMUSA Authorized Person(s); (x) Possession of the Cemex RMUSA Assets; (xi) To the extent assignable, an assignment of the Cemex RMUSA Permits; (xii) An instrument of assignment and assumption with respect to each Cemex RMUSA Assumed Contract (the "Cemex RMUSA Agreement Assignment and Assumption"), duly executed by Cemex or its AffiliatesRMUSA; (xiii) An Assignment and Assumption Agreement and Lessor and Lessee Estoppel Agreement with respect to each Cemex Lease substantially in the form attached hereto as Exhibit B (the "Cemex Lease Assignment"); and (xiv) The Cement Supply Agreement duly executed by Cemex, in its capacity as the Manager of Cemex LLC.

To Company. (i) A bill of sale and assignment evidencing the contribution to Cxxxxny Xxxxany of those items described in paragraph 2 of Schedule 1.2(a1.1(a), duly executed by Cemex or its AffiliatesRMUSA; (ii) A limited warranty deed for each parcel of Cemex RMUSA Land duly executed by Cemex or its AffiliatesRMUSA, evidencing the contribution of the Cemex RMUSA Land to Company (the "Cemex RMUSA Warranty Deed"); (iii) A Title Policy for each parcel of Cemex RMUSA Land; (iv) Any sales tax and real estate transfer tax returns, notice of sale of assets, inventory resale certificate or like governmental report required or permitted by any Governmental Authority having jurisdiction over the Cemex RMUSA Real Property; (v) An affidavit pursuant to the Foreign Investment and Real Property Transfer Act in respect of the transfer of Cemex RMUSA Land; (vi) Duly executed and assigned Certificates certificates of Title title for all vehicles/rolling stock being contributed to Company as part of the Cemex RMUSA Assets; (vii) Resolutions adopted by the directors of Cemex or its Affiliates RMUSA unanimously authorizing the execution and delivery of this Agreement and the transactions contemplated hereunder and appointing the person(s) authorized to consummate this transaction on behalf of Cemex or its Affiliates RMUSA (the "Cemex RMUSA Authorized Person(s)"); (viii) A current Certificate of Good Standing of Cemex or its Affiliates RMUSA from each the state in which a Cemex the RMUSA Business Location is located; (ix) A certificate executed by an authorized officer of Cemex or its Affiliates RMUSA as to the incumbency of the Cemex RMUSA Authorized Person(s); (x) Possession of the Cemex RMUSA Assets; (xi) To the extent assignable, an assignment of the Cemex RMUSA Permits; (xii) An instrument of assignment and assumption with respect to each Cemex RMUSA Assumed Contract (the "Cemex RMUSA Agreement Assignment and Assumption"), duly executed by Cemex or its AffiliatesRMUSA; (xiii) An Assignment and Assumption Agreement and Lessor and Lessee Estoppel Agreement with respect to each Cemex Lease substantially in the form attached hereto as Exhibit B (the "Cemex Lease Assignment"); and (xiv) The Cement Supply Agreement duly executed by Cemex, in its capacity as the Manager of Cemex LLC.

To Company. (i) A bill of sale and assignment evidencing the contribution to Cxxxxny Xxxxany of those items described in paragraph 2 of Schedule 1.2(a), duly executed by Cemex or its AffiliatesCemex; (ii) A limited warranty deed for each parcel of Cemex Land duly executed by Cemex or its AffiliatesCemex, evidencing the contribution of the Cemex Land to Company (the "Cemex Warranty Deed"); (iii) A Title Policy for each parcel of Cemex Land; (iv) Any sales tax and real estate transfer tax returns, notice of sale of assets, inventory resale certificate or like governmental report required or permitted by any Governmental Authority having jurisdiction over the Cemex Real Property; (v) An affidavit pursuant to the Foreign Investment and Real Property Transfer Act in respect of the transfer of Cemex Land; (vi) Duly executed and assigned Certificates of Title for all vehicles/rolling stock being contributed to Company as part of the Cemex Assets; (vii) Resolutions adopted by the directors of Cemex or its Affiliates unanimously authorizing the execution and delivery of this Agreement and the transactions contemplated hereunder and appointing the person(s) authorized to consummate this transaction on behalf of Cemex or its Affiliates (the "Cemex Authorized Person(s)"); (viii) A current Certificate of Good Standing of Cemex or its Affiliates from each state in which a Cemex Business Location is located; (ix) A certificate executed by an authorized officer of Cemex or its Affiliates as to the incumbency of the Cemex Authorized Person(s); (x) Possession of the Cemex Assets; (xi) To the extent assignable, an assignment of the Cemex Permits; (xii) An instrument of assignment and assumption with respect to each Cemex Assumed Contract (the "Cemex Agreement Assignment and Assumption"), duly executed by Cemex or its Affiliates;Cemex; and (xiii) An Assignment and Assumption Agreement and Lessor and Lessee Estoppel Agreement with respect to each Cemex Lease substantially in the form attached hereto as Exhibit B (the "Cemex Lease Assignment"); and (xiv) The Cement Supply Agreement duly executed by Cemex, in its capacity as the Manager of Cemex LLC.