(M)
EXECUTED AGREEMENTS FROM EACH PROVIDER OF CONTENT TO THE WEBSITES
LISTED ON SCHEDULE 6.1(N) HERETO IN THE FORM ATTACHED HERETO AS EXHIBIT H..
(N)
EVIDENCE, SATISFACTORY TO PURCHASER, OF SELLER'S COMPLIANCE WITH
ALL BULK SALES LAWS.
(O)
COPIES OF ALL CONSENTS FOR ASSUMED CONTRACTS OR NOTICES
CONTEMPLATED IN SECTION 3.4 AND OTHER NOTICES AND CONSENTS REQUESTED BY
PURCHASER IN CONNECTION WITH THE TRANSACTIONS.
(P)
PAYOFF LETTERS AND LIEN RELEASES FROM EACH OF MIDWEST
FEEDERS, INC. AND PLATTE VALLEY BANK OF MISSOURI, EACH IN A FORM REASONABLY
ACCEPTABLE TO PURCHASER, RELEASING ALL LIENS THAT SUCH PERSONS HAVE OR MAY HAVE
ON THE TRANSFERRED ASSETS.
(Q)
AN OPINION OF COUNSEL TO THE SELLER AS TO THE TRANSACTIONS IN A
FORM REASONABLY ACCEPTED TO THE PURCHASER.
(R)
SUCH OTHER DOCUMENTS AS PURCHASER MAY REASONABLY REQUEST TO MORE
EFFECTIVELY CARRY OUT THE TERMS OF THIS AGREEMENT.
6.2
CLOSING DELIVERIES OF PURCHASER.
AT THE CLOSING, PURCHASER SHALL
DELIVER TO SELLER THE FOLLOWING:
27
(A)
A CERTIFICATE OF A DULY AUTHORIZED OFFICER OF THE PURCHASER,
CERTIFYING (I) THAT ATTACHED COPIES OF PURCHASER'S CHARTER DOCUMENTS AND BY-LAWS
ARE TRUE AND COMPLETE, AND IN FULL FORCE AND EFFECT, WITHOUT AMENDMENT EXCEPT AS
SHOWN, (II) THAT AN ATTACHED COPY OF RESOLUTIONS AUTHORIZING EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS IS TRUE AND
COMPLETE, AND THAT SUCH RESOLUTIONS ARE IN FULL FORCE AND EFFECT, WERE DULY
ADOPTED, HAVE NOT BEEN AMENDED, MODIFIED OR REVOKED, AND CONSTITUTE ALL
RESOLUTIONS ADOPTED WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTION, AND
(III) TO THE TITLE, NAME AND SIGNATURE OF EACH PERSON AUTHORIZED TO SIGN THIS
AGREEMENT AND ANY TRANSACTION DOCUMENT.
SELLER MAY CONCLUSIVELY RELY ON THIS
CERTIFICATE UNTIL IT IS OTHERWISE NOTIFIED BY THE SELLER IN WRITING.
(B)
AN EXECUTED ASSIGNMENT AND ASSUMPTION AGREEMENT.
(C)
EXECUTED OTHER TRANSACTION DOCUMENTS TO WHICH PURCHASER IS A
PARTY.
(D)
THE PURCHASE PRICE, AS ADJUSTED IN ACCORDANCE WITH SECTION 2.3
HEREOF, AND NET OF ANY AMOUNTS OWED TO PURCHASER BY SELLER AS PROVIDED HEREIN.
ARTICLE VII
SURVIVAL; INDEMNIFICATION
7.1
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
(A)
ALL OF THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN
THIS AGREEMENT, EXCEPT FOR THOSE SET FORTH IN SECTIONS 3.11 (WITH RESPECT TO
TAXES), AND ALL CLAIMS FOR INDEMNIFICATION WITH RESPECT THERETO, SHALL TERMINATE
FIVE YEARS AFTER THE CLOSING DATE (SUCH FIVE YEAR PERIOD, THE "STANDARD SURVIVAL
PERIOD").
(B)
ALL OF THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN
SECTIONS 3.11 (WITH RESPECT TO TAXES), AND ALL CLAIMS FOR INDEMNIFICATION WITH
RESPECT THERETO, SHALL TERMINATE SEVEN YEARS AFTER THE CLOSING DATE (SUCH SEVEN
YEAR PERIOD, THE "ADDITIONAL SURVIVAL PERIOD").
(C)
IT IS UNDERSTOOD THAT IN THE EVENT NOTICE OF ANY CLAIM FOR
INDEMNIFICATION UNDER THIS AGREEMENT SHALL HAVE BEEN GIVEN (IN ACCORDANCE WITH
SECTION
7.5 HEREOF) WITHIN THE APPLICABLE SURVIVAL PERIOD, THE CLAIMS AND
RIGHTS TO INDEMNIFICATION RELATING TO SUCH BREACHES OF REPRESENTATIONS AND
WARRANTIES, COVENANTS OR AGREEMENTS THAT ARE THE SUBJECT OF SUCH INDEMNIFICATION
CLAIM SHALL SURVIVE UNTIL SUCH TIME AS SUCH CLAIM IS FINALLY