effect that TG is in good standing in each state and that it
owes no taxes;
(2)
(A)
A CERTIFICATE SIGNED BY THE SECRETARY OF SELLER CERTIFYING AS
TO (I) THE CERTIFICATE OF INCORPORATION AND BYLAWS OF ST BEING TRUE AND CORRECT
AS OF THE CLOSING DATE, (II) RESOLUTIONS OF THE SHAREHOLDERS AND THE DIRECTORS
OF ST, AUTHORIZING AND APPROVING ALL MATTERS IN CONNECTION WITH THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND (III) THE INCUMBENCY OF THE
EXECUTIVE OFFICERS OF ST EXECUTING THIS AGREEMENT AND ANY RELATED AGREEMENTS;
AND
(b)
a certificate signed by the managing member of TG certifying as to (i) the
Certificate of Formation, Articles of Organization and Bylaws of TG being true
and correct as of the Closing Date, (ii) resolutions of the members and the
directors of TG, authorizing and approving all matters in connection with this
Agreement and the transactions contemplated hereby, and
13
(iii) the incumbency of the executive officers or managing members of TG
executing this Agreement and any related agreements;
(3)
THE BILL OF SALE;
(4)
A CERTIFICATE SIGNED BY A DULY AUTHORIZED EXECUTIVE OFFICER OF
EACH OF ST AND TG AND EACH SELLER'S SHAREHOLDER THAT THE REPRESENTATIONS AND
WARRANTIES OF SELLER AND EACH SELLER'S SHAREHOLDER CONTAINED IN THIS AGREEMENT
ARE TRUE, CORRECT AND COMPLETE ON AND AS OF THE CLOSING DATE, EXCEPT FOR CHANGES
CONTEMPLATED BY THE AGREEMENT AND EXCEPT FOR THOSE REPRESENTATIONS AND
WARRANTIES THAT ADDRESS MATTERS ONLY AS OF A PARTICULAR DATE (WHICH SHALL REMAIN
TRUE AND CORRECT AS OF SUCH PARTICULAR DATE), AND THAT SELLER AND EACH SELLER'S
SHAREHOLDER HAS PERFORMED AND COMPLIED WITH ALL COVENANTS AND AGREEMENTS
REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY IT ON OR PRIOR TO
THE CLOSING DATE;
(5)
COPIES OF WRITTEN CONSENTS TO THE ASSIGNMENT OF THOSE CONTRACTS
LISTED ON SCHEDULE 4.3(5), EXECUTED BY THE COUNTERPARTIES THERETO;
(6)
(A)
A CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF ST, DULY EXECUTED AND IN SUITABLE FORM FOR FILING WITH THE SECRETARY OF STATE
OF THE STATE OF NEW YORK CHANGING THE NAME OF ST TO HANDELMAN BYRNES CORP.; AND
(b)
a Certificate of Amendment to the Articles of Organization of TG, duly
executed and in suitable form for filing with the Secretary of State of the
State of New York changing the name of TG to Byrnes Handelman LLC;
(7)
CONFIRMATION THAT THE REGISTRAR HAS CORRECTLY CHANGED THE
ADMINISTRATIVE CONTACT, BILLING CONTACT, AND TECHNICAL CONTACT FOR THE DOMAIN
NAMES TO PURCHASER, OR TO SUCH OTHER ENTITY AS IS DIRECTED BY PURCHASER (A
CURRENT PRINTOUT OF A REGISTRAR WHOIS DATABASE QUERY PROVIDED TO FEDER,
KASZOVITZ, ISAACSON, WEBER, SKALA, BASS & RHINE LLP BY SELLER SHALL BE
SUFFICIENT EVIDENCE OF THE SUCCESSFUL TRANSFER OF THE DOMAIN NAMES TO
PURCHASER);
(8)
INVESTMENT REPRESENTATION LETTERS IN THE FORM REQUESTED BY TRAFFIX
FROM SELLER AND EACH SELLER'S SHAREHOLDER REGARDING THE SHARES;
(9)
THE REGISTRATION RIGHTS AGREEMENT, AS EXECUTED BY ST AND EACH
SELLER'S SHAREHOLDER;
(10)
an opinion of counsel to