OF THIS AGREEMENT, INCLUDING THE
DOCUMENTS TO BE DELIVERED PURSUANT TO ARTICLE IX OF THIS AGREEMENT.
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The items described in clause (x) of the definition of Purchased Assets shall be
delivered to Purchaser's offices in Columbus, Ohio or to the Facility and shall
include a general directory of contents and their location.
3.03
CLOSING DELIVERIES BY PURCHASER.
AT THE CLOSING, THE PURCHASER
SHALL DELIVER TO THE SELLER:
(A)
THE PURCHASE PRICE, SUBJECT TO PRORATION AND OTHER ADJUSTMENTS AND
CREDITS AS HEREIN PROVIDED;
(B)
CERTIFIED COPIES OF MINUTES OR UNANIMOUS WRITTEN CONSENTS OF THE
BOARD OF DIRECTORS, AND IF REQUIRED, THE STOCKHOLDERS OF THE PURCHASER APPROVING
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT;
(C)
THE CERTIFICATE, DATED THE CLOSING DATE, EXECUTED BY THE
APPROPRIATE OFFICER OF THE PURCHASER, REQUIRED BY SECTION 10.02 OF THIS
AGREEMENT;
(D)
AN ASSUMPTION AGREEMENT EXECUTED BY THE PURCHASER OR THE
PURCHASER'S DESIGNEE REFLECTING THE ASSUMPTION OF THE LIABILITIES SET FORTH IN
SECTION 2.03(A) OF THIS AGREEMENT, IN THE FORM ATTACHED HERETO AS EXHIBIT E (THE
"ASSUMPTION AGREEMENT");
(E)
A CERTIFICATE FROM THE SECRETARY OF STATE OF THE PURCHASER'S STATE
OF FORMATION AND THAT OF EACH OF PURCHASER'S DESIGNEES CERTIFYING AS TO SUCH
ENTITY'S EXISTENCE AND GOOD STANDING CERTIFICATES OF SUCH ENTITY TO THE EXTENT
PROVIDED UNDER THE LAWS OF ITS STATE OF FORMATION AND THE STATES IN WHICH THE
FACILITY IS LOCATED;
(F)
OHIO DIRECT PAY PERMIT;
(G)
THE MICROWAVE TOWER AND SUBSTATION EASEMENT AGREEMENT EXECUTED BY
PURCHASER; AND
(H)
SUCH OTHER DOCUMENTS AS THE SELLER OR ITS COUNSEL MAY REASONABLY
REQUEST TO CARRY OUT THE PURPOSES OF THIS AGREEMENT, INCLUDING THE DOCUMENTS TO
BE DELIVERED PURSUANT TO ARTICLE X OF THIS AGREEMENT.
3.04
COOPERATION.
SUBJECT TO THE PROVISIONS OF SECTION 4.04, THE SELLER
AND THE PURCHASER SHALL, ON REQUEST, ON AND AFTER THE CLOSING DATE, COOPERATE
WITH ONE ANOTHER BY
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FURNISHING ANY ADDITIONAL INFORMATION, EXECUTING AND DELIVERING ANY ADDITIONAL
DOCUMENTS AND/OR INSTRUMENTS AND DOING ANY AND ALL SUCH OTHER THINGS AS MAY BE
REASONABLY REQUIRED BY THE PARTIES OR THEIR COUNSEL TO CONSUMMATE OR OTHERWISE
IMPLEMENT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ARTICLE IV
PRE-CLOSING FILINGS
4.01
GOVERNMENT APPROVALS; CONSENTS.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND APPLICABLE LAW, PRIOR TO THE CLOSING EACH PARTY
SHALL, AT ITS OWN EXPENSE, USE ITS COMMERCIALLY REASONABLE EFFORTS TO TAKE OR
CAUSE TO BE TAKEN ALL ACTIONS NECESSARY, PROPER, OR ADVISABLE, INCLUDING ALL
POSSIBLE APPEALS, TO OBTAIN SUCH PARTY'S GOVERNMENTAL APPROVALS AND ALL OTHER
NECESSARY OR APPROPRIATE FILINGS, REGISTRATIONS, CONSENTS, APPROVALS,
CERTIFICATIONS, DETERMINATIONS, AUTHORIZATIONS, OR WAIVERS (INCLUDING THE
TRANSFER OR RE-ISSUANCE OF PERMITS) REQUIRED IN ORDER TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY AND TO TAKE OR CAUSE TO BE TAKEN ALL ACTIONS
NECESSARY TO COMPLY WITH THE TERMS UPON WHICH ANY OF THE SAME ARE GRANTED.
THE
PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NO FILINGS WITH THE PUBLIC UTILITIES
COMMISSION OF OHIO HAVE BEEN MADE, NOR ARE THEY REQUIRED OR