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 1.1(a), duly executed by RMUSA; (ii) A limited warranty deed for each parcel of RMUSA Land duly executed by RMUSA, evidencing the contribution of the RMUSA Land to Company (the "RMUSA Warranty Deed"); (iii) A Title Policy for each parcel of 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 RMUSA Real Property; (v) An affidavit pursuant to the Foreign Investment and Real Property Transfer Act in respect of the transfer of RMUSA Land; (vi) Duly executed and assigned certificates of title for all vehicles/rolling stock being contributed to Company as part of the RMUSA Assets; (vii) Resolutions adopted by the directors of 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 RMUSA (the "RMUSA Authorized Person(s)"); (viii) A current Certificate of Good Standing of RMUSA from each of the states in which the RMUSA Business Locations are located; (ix) A certificate executed by an authorized officer of RMUSA as to the incumbency of the RMUSA Authorized Person(s); (x) Possession of the RMUSA Assets; (xi) To the extent assignable, an assignment of the RMUSA Permits; (xii) An instrument of assignment and assumption with respect to each RMUSA Assumed Contract (the "RMUSA Agreement Assignment and Assumption"), duly executed by RMUSA;

To Company. (i) A bill of sale and assignment evidencing the contribution to Cxxxxny Xxxxany of those items described in paragraph 2 of Schedule 1.1(a1.2(a), duly executed by RMUSACemex; (ii) A limited warranty deed for each parcel of RMUSA Cemex Land duly executed by RMUSACemex, evidencing the contribution of the RMUSA Cemex Land to Company (the "RMUSA Cemex Warranty Deed"); (iii) A Title Policy for each parcel of RMUSA 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 RMUSA Cemex Real Property; (v) An affidavit pursuant to the Foreign Investment and Real Property Transfer Act in respect of the transfer of RMUSA Cemex Land; (vi) Duly executed and assigned certificates Certificates of title Title for all vehicles/rolling stock being contributed to Company as part of the RMUSA Cemex Assets; (vii) Resolutions adopted by the directors of RMUSA Cemex 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 RMUSA Cemex (the "RMUSA Cemex Authorized Person(s)"); (viii) A current Certificate of Good Standing of RMUSA Cemex from each of the states state in which the RMUSA a Cemex Business Locations are Location is located; (ix) A certificate executed by an authorized officer of RMUSA Cemex as to the incumbency of the RMUSA Cemex Authorized Person(s); (x) Possession of the RMUSA Cemex Assets; (xi) To the extent assignable, an assignment of the RMUSA Cemex Permits; (xii) An instrument of assignment and assumption with respect to each RMUSA Cemex Assumed Contract (the "RMUSA Cemex Agreement Assignment and Assumption"), duly executed by RMUSA;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 ("Cemex Lease Assignment").

To Company. (i) A bill of sale and assignment evidencing the contribution to Cxxxxny of those items described in paragraph 2 of Schedule 1.1(a1.2(a), duly executed by RMUSACemex or its Affiliates; (ii) A limited warranty deed for each parcel of RMUSA Cemex Land duly executed by RMUSACemex or its Affiliates, evidencing the contribution of the RMUSA Cemex Land to Company (the "RMUSA Cemex Warranty Deed"); (iii) A Title Policy for each parcel of RMUSA 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 RMUSA Cemex Real Property; (v) An affidavit pursuant to the Foreign Investment and Real Property Transfer Act in respect of the transfer of RMUSA Cemex Land; (vi) Duly executed and assigned certificates Certificates of title Title for all vehicles/rolling stock being contributed to Company as part of the RMUSA Cemex Assets; (vii) Resolutions adopted by the directors of RMUSA 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 RMUSA Cemex or its Affiliates (the "RMUSA Cemex Authorized Person(s)"); (viii) A current Certificate of Good Standing of RMUSA Cemex or its Affiliates from each of the states state in which the RMUSA a Cemex Business Locations are Location is located; (ix) A certificate executed by an authorized officer of RMUSA Cemex or its Affiliates as to the incumbency of the RMUSA Cemex Authorized Person(s); (x) Possession of the RMUSA Cemex Assets; (xi) To the extent assignable, an assignment of the RMUSA Cemex Permits; (xii) An instrument of assignment and assumption with respect to each RMUSA Cemex Assumed Contract (the "RMUSA Cemex Agreement Assignment and Assumption"), duly executed by RMUSACemex 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 Xxxxany of those items described in paragraph 2 of Schedule 1.1(a), duly executed by RMUSA; (ii) A limited warranty deed for each parcel of RMUSA Land duly executed by RMUSA, evidencing the contribution of the RMUSA Land to Company (the "RMUSA Warranty Deed"); (iii) A Title Policy for each parcel of 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 RMUSA Real Property; (v) An affidavit pursuant to the Foreign Investment and Real Property Transfer Act in respect of the transfer of RMUSA Land; (vi) Duly executed and assigned certificates of title for all vehicles/rolling stock being contributed to Company as part of the RMUSA Assets; (vii) Resolutions adopted by the directors of 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 RMUSA (the "RMUSA Authorized Person(s)"); (viii) A current Certificate of Good Standing of RMUSA from each of the states state in which the RMUSA Business Locations are Location is located; (ix) A certificate executed by an authorized officer of RMUSA as to the incumbency of the RMUSA Authorized Person(s); (x) Possession of the RMUSA Assets; (xi) To the extent assignable, an assignment of the RMUSA Permits; (xii) An instrument of assignment and assumption with respect to each RMUSA Assumed Contract (the "RMUSA Agreement Assignment and Assumption"), duly executed by RMUSA;