PURSUANT TO TREAS. REG.
§1.897-2(H), DATED NO MORE THAN THIRTY (30) DAYS PRIOR TO CLOSING, CERTIFYING
THAT (I) THE SHARES DO NOT CONSTITUTE A U.S. REAL PROPERTY INTEREST, OR (II)
NONE OF THE HOLDERS OF CAPITAL STOCK OF THE COMPANY IS A FOREIGN PERSON;
(XI)
ALL NECESSARY THIRD-PARTY CONSENTS NECESSARY TO OPERATE THE
BUSINESS;
(XI)
THE REAL ESTATE PURCHASE AGREEMENT EXECUTED BY RILEY REAL ESTATE,
LLC;
(XII)
SUCH DOCUMENTATION AS IS REQUIRED TO CONVEY ALL RIGHT, TITLE AND
INTEREST IN AND TO THE OWNED REAL ESTATE TO THE PURCHASER OR PURCHASER'S NOMINEE
TOGETHER WITH ANY ADDITIONAL DELIVERIES RELATED THERETO AS SET FORTH IN THE REAL
ESTATE PURCHASE AGREEMENT;
(XIII)
WAIVER AND RELEASE EXECUTED BY EACH SELLER AND EACH DIRECTOR OF
COMPANY, SUBSIDIARY AND AFFILIATE;
(XIV)
SUCH OTHER DOCUMENTS AND ITEMS AS ARE REASONABLY NECESSARY OR
APPROPRIATE TO EFFECT THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY;
AND
(XV)
MEMORANDUM OF UNDERSTANDING BETWEEN THE PURCHASER AND EDWARD D.
RILEY REGARDING FUTURE EMPLOYMENT WITH PURCHASER.
(XVI)
BOARD OF DIRECTORS' CONSENTS FOR THE COMPANY; SECRETARY'S
CERTIFICATE; AND SHAREHOLDER'S CONSENTS FOR THE COMPANY.
(C)
CLOSING DELIVERIES BY THE PURCHASER. AT THE CLOSING, THE PURCHASER
SHALL EXECUTE, WHERE NECESSARY OR APPROPRIATE, AND DELIVER TO THE SELLER EACH
AND ALL OF THE FOLLOWING:
(I)
PAYMENT OF THE INTERIM PURCHASE PRICE AND PAYMENT OF THE PURCHASE
PRICE FOR THE AFFILIATE'S OWNED REAL ESTATE IN THE MANNER SET FORTH IN SECTION
2.2 OF THIS AGREEMENT;
(II)
THE REAL ESTATE PURCHASE AGREEMENT EXECUTED BY THE PURCHASER OR
AN AFFILIATE OF PURCHASER;
(III)
A COPY CERTIFIED BY THE SECRETARY OF THE PURCHASER OF THE DULY
ADOPTED RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE PURCHASER APPROVING THIS
AGREEMENT, INCLUDING THE ANCILLARY DOCUMENTS, AND AUTHORIZING THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE ANCILLARY DOCUMENTS, AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
(IV)
A DULY EXECUTED WRITTEN OPINION LETTER BY COUNSEL FOR THE
PURCHASER, DATED AS OF THE CLOSING DATE, ADDRESSED TO THE SELLER;
9
(V)
A CERTIFICATE OF GOOD STANDING OF THE PURCHASER ISSUED BY THE
SECRETARY OF STATE OF THE PURCHASER'S STATE OF INCORPORATION OR THE EQUIVALENT;
AND
(VI)
SUCH OTHER DOCUMENTS AND ITEMS AS ARE REASONABLY NECESSARY OR
APPROPRIATE TO EFFECT THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR WHICH MAY BE CUSTOMARY UNDER LOCAL LAW.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLER
As an inducement for the Purchaser to enter into this Agreement and to
consummate the transactions contemplated hereby, each Seller jointly and
severally represents and warrants to the Purchaser that each and all of the
following representations and warranties are true and correct as of the date of
this Agreement and at Closing. The Schedules shall be arranged in paragraphs
corresponding to the sections and subsections contained in this Article 3.
3.1.
ORGANIZATION AND GOOD STANDING.
(a)
Schedule 3.1 contains a complete and accurate list for the
Company, Subsidiary and Affiliate of its jurisdiction of incorporation (or other
formation). The Company, Subsidiary and Affiliate are duly organized, validly
existing, and