EFFECT.
(D)
DELIVERIES BY SELLER.
SELLER SHALL HAVE
DELIVERED TO PURCHASER THE FOLLOWING:
(I)
A CERTIFICATE, DATED THE CLOSING DATE,
OF AN EXECUTIVE OFFICER OF SELLER CONFIRMING THE MATTERS SET FORTH IN
SECTION 6.3(A), (B) AND (C);
(II)
A CERTIFICATE, DATED THE CLOSING DATE, OF
THE SECRETARY OR ASSISTANT SECRETARY OF SELLER CERTIFYING, AMONG OTHER THINGS,
THAT ATTACHED OR APPENDED TO SUCH CERTIFICATE:
(A) IS A TRUE AND CORRECT COPY
OF THE CHARTER AND BY-LAWS OF SELLER, AND ALL AMENDMENTS THERETO; (B) IS A TRUE
COPY OF ALL CORPORATE ACTIONS TAKEN BY IT, INCLUDING RESOLUTIONS OF ITS BOARD OF
DIRECTORS AND SOLE STOCKHOLDER, AUTHORIZING THE CONSUMMATION OF THE ACQUISITION
AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND EACH OF THE
TRANSACTION DOCUMENTS TO BE DELIVERED BY SELLER PURSUANT HERETO; AND (C) ARE THE
NAMES AND SIGNATURES OF ITS DULY ELECTED OR APPOINTED OFFICERS WHO ARE
AUTHORIZED TO EXECUTE AND DELIVER THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS TO WHICH SELLER IS A PARTY;
(III)
A COUNTERPART OF THE ASSIGNMENT AND
ASSUMPTION AGREEMENT DULY EXECUTED BY SELLER;
(IV)
CERTIFICATES OF GOOD STANDING FROM THE
APPROPRIATE STATE AGENCIES, DATED AS OF A RECENT DATE, CERTIFYING THAT SELLER IS
IN GOOD STANDING IN THE STATE OF DELAWARE AND IN EACH JURISDICTION IN WHICH
SELLER IS QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION;
(V)
AN AFFIDAVIT CERTIFYING, UNDER PENALTIES OF
PERJURY, SELLER'S UNITED STATES TAXPAYER IDENTIFICATION NUMBER AND THAT SELLER
IS NOT A "FOREIGN PERSON" WITHIN THE MEANING OF SECTION 1445(B)(2) OF THE CODE
AND SECTION 18662 OF THE CALIFORNIA REVENUE AND TAXATION CODE;
(VI)
ANY CERTIFICATES, AFFIDAVITS OR FORMS
NECESSARY TO COMPLY WITH OR TO REDUCE STATE WITHHOLDING TAXES.
(VII)
A COUNTERPART OF THE TRANSITION SERVICES
AGREEMENT, DULY EXECUTED BY SELLER;
(VIII)
A COUNTERPART OF THE SUPPLY AGREEMENT, DULY
EXECUTED BY PARENT;
43
(IX)
A BILL OF SALE FOR THE TANGIBLE PERSONAL
PROPERTY, IN THE FORM ATTACHED AS EXHIBIT G, DULY EXECUTED BY SELLER;
(X)
ORIGINAL CERTIFICATES OF TITLE TO ALL
VEHICLES INCLUDED IN THE PURCHASED ASSETS, EXECUTED BY SELLER TO THE EXTENT
NECESSARY TO REFLECT THE ASSIGNMENT BY SELLER TO PURCHASER OF SUCH ASSETS; AND
(XI)
VALID AND EFFECTIVE ASSIGNMENT
DOCUMENTATION, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO PURCHASER, OF ANY
RIGHTS TO THE INTELLECTUAL PROPERTY THAT ARE INCLUDED IN THE PURCHASED ASSETS.
(E)
DELIVERIES BY PARENT.
PARENT SHALL HAVE
DELIVERED OR CAUSED TO BE DELIVERED BY ONE OF ITS AFFILIATES TO PURCHASER VALID
AND EFFECTIVE ASSIGNMENT DOCUMENTATION, IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO PURCHASER, OF SUCH PERSON'S RIGHTS IN AND TO THE AFFILIATE MARK
LISTED AS ITEM 49 ON SCHEDULE 2.2(G).
(F)
REAL PROPERTY DELIVERIES.
SELLER SHALL
HAVE DELIVERED TO PURCHASER THE FOLLOWING:
(I)
SPECIAL WARRANTY DEEDS, GRANT DEEDS OR
QUITCLAIM DEEDS, IN THE FORM ATTACHED AS EXHIBIT H, DULY EXECUTED BY SELLER, IN
FAVOR OF PURCHASER, IN RECORDABLE FORM, TRANSFERRING GOOD AND VALID FEE SIMPLE
TITLE TO THE REAL PROPERTY TO BE CONVEYED BY SELLER TO PURCHASER HEREUNDER,
SUBJECT ONLY TO PERMITTED EXCEPTIONS, AND SUCH