OF GOOD STANDING FROM THE STATES
IN WHICH THE CORPORATION IS QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION.
3.3.3
THE SPECIAL ESCROW AGREEMENT AND THE REGULAR ESCROW AGREEMENT, EACH
EXECUTED BY THE SHAREHOLDERS' REPRESENTATIVE.
3.3.4
POSSESSION OF ALL OF THE ASSETS OWNED BY THE CORPORATION (EXCEPT FOR
THE EXCLUDED ASSETS) AND POSSESSION AND OCCUPANCY OF ALL OF THE STORES AND THE
WAREHOUSES.
3.3.5
CERTIFICATES EVIDENCING ALL OF THE SHARES (THE "STOCK
CERTIFICATES"), WHICH STOCK CERTIFICATES SHALL BE DULY ENDORSED IN BLANK OR
ACCOMPANIED BY DULY EXECUTED STOCK POWERS EXECUTED IN BLANK.
3.3.6
THE WAREHOUSE LEASES EXECUTED BY THE APPLICABLE LANDLORD PARTY
THERETO.
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3.3.7
A RESIGNATION LETTER OF EACH OFFICER OF THE CORPORATION DESIGNATED
BY THE PURCHASER AND EACH MEMBER OF THE BOARD OF DIRECTORS OF THE CORPORATION,
EFFECTIVE IN EACH CASE ON THE CLOSING DATE; PROVIDED, HOWEVER, THAT SUCH
RESIGNATIONS SHALL NOT AFFECT THE STATUS OF THOSE PERSONS PROVIDING SUCH
RESIGNATIONS AS EMPLOYEES OF THE CORPORATION.
3.3.8
THE SHAREHOLDERS' RELEASE DULY EXECUTED AND DELIVERED BY EACH
SHAREHOLDER.
3.3.9
A CERTIFICATE FROM THE SECRETARY OF THE CORPORATION IN FORM
REASONABLY SATISFACTORY TO THE PURCHASER: (I) CERTIFYING THE RESOLUTIONS FROM
EACH OF THE BOARD OF DIRECTORS AND THE SHAREHOLDERS APPROVING THIS AGREEMENT AND
THE OTHER TRANSACTION DOCUMENTS, (II) CERTIFYING A COPY OF THE CURRENT
ORGANIZATIONAL DOCUMENTS OF THE CORPORATION AND (III) CERTIFYING THE NAMES AND
SIGNATURES OF THE OFFICERS OF THE CORPORATION AUTHORIZED TO SIGN THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY.
THE FOREGOING
CERTIFICATE SHALL ALSO CERTIFY THAT THE ATTACHED RESOLUTIONS AND ORGANIZATIONAL
DOCUMENTS HAVE NOT BEEN RESCINDED, REVOKED, MODIFIED, OR OTHERWISE AFFECTED, AND
REMAIN IN FULL FORCE AND EFFECT.
3.3.10
AN OPINION OF BALLARD SPAHR LLP IN THE FORM OF EXHIBIT J.
3.3.11
THE PAYOFF LETTERS PURSUANT TO SECTION 7.8 TO THE EXTENT APPLICABLE.
3.3.12
THE ARTICLES OF MERGER EXECUTED BY THE CORPORATION.
3.3.13
THE SPECIAL ESCROW LETTER EXECUTED BY THE SHAREHOLDERS AND THE
SHAREHOLDERS' REPRESENTATIVE.
3.3.14
THE ESCROW CONDITION LETTER EXECUTED BY THE SHAREHOLDERS.
3.3.15
A CERTIFICATE FROM EACH SHAREHOLDER, AS CONTEMPLATED UNDER AND
MEETING THE REQUIREMENTS OF SECTION 1.1445-2(B)(2)(I) OF THE TREASURY
REGULATIONS, TO THE EFFECT THAT SUCH SHAREHOLDER IS NOT A FOREIGN PERSON WITHIN
THE MEANING OF THE CODE AND APPLICABLE TREASURY REGULATIONS.
3.3.16
A RECEIPT FOR THE CLOSING PAYMENT DELIVERED TO THE SHAREHOLDERS
PURSUANT TO SECTION 3.2.1.
ARTICLE 4
CLOSING NET ASSETS;
ESTABLISHMENT OF ESCROW
4.1
Determination of Closing Net Assets.
4.1.1
IT IS THE INTENTION OF THE PARTIES THAT THE MERGER CONSIDERATION IS
PREMISED UPON THE PURCHASER RECEIVING AN ENTERPRISE WITH NET ASSETS OF
$9,113,000 (THE "TARGET NET ASSET VALUE") AS OF 11:59 P.M. (EST) ON THE CLOSING
DATE.
IMMEDIATELY FOLLOWING THE CLOSING, THE SHAREHOLDERS SHALL CAUSE PARENTE
RANDOLPH, LLC (THE "AUDITOR") TO PERFORM A FINANCIAL AUDIT (THE "AUDIT") OF THE
CORPORATION'S BALANCE SHEET AS OF 11:59 P.M. (EST) ON THE CLOSING DATE (THE
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"CLOSING BALANCE SHEET"), WHICH AUDIT SHALL INCLUDE THE TAKING OF SUCH PHYSICAL
INVENTORY AS THE AUDITOR DEEMS NECESSARY FOR PURPOSES