NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, SELLER HEREBY AGREES THAT
PURCHASER SHALL HAVE THE RIGHT TO USE CONTENT FROM SELLER'S WEBSITE
AGTRADERINDEX.COM FOR A PERIOD OF 180 DAYS FROM THE CLOSING DATE IN ORDER TO
COMPILE DATA AND INFORMATION FOR USE ON THE WEBSITES DURING SUCH 180 DAY PERIOD,
INCLUDING, BUT NOT LIMITED TO, ALL COMMODITIES, DAIRY, SWINE, POULTRY, CATTLE,
CORN, SOYBEANS AND WHEAT DATA OR INFORMATION LISTED ON AGTRADERINDEX.COM.
SELLER AND PURCHASER HEREBY AGREE THAT AFTER SUCH 180 DAY PERIOD, ANY SUCH USAGE
BY PURCHASER SHALL BE SUBJECT TO THE TERMS OF A USAGE AGREEMENT REASONABLY
ACCEPTABLE TO PURCHASER AND SELLER, WHICH SHALL BE NEGOTIATED IN GOOD FAITH BY
EACH OF THEM.
5.14
ADDITIONAL POST-CLOSING DELIVERIES.
(A)
SELLER AGREES TO PREPARE AND DELIVER TO PURCHASER SUCH FORMS AS
ARE REQUESTED BY PURCHASER OR AS OR OTHERWISE REQUIRED BY ANY GOVERNMENTAL
AUTHORITY TO TRANSFER THE REGISTERED BUSINESS NAMES OR ANY OTHER TRANSFERRED
ASSET TO PURCHASER.
ARTICLE VI
CONDITIONS PRECEDENT TO CONSUMMATION OF THE TRANSACTIONS
6.1
CLOSING DELIVERIES OF SELLER.
AT THE CLOSING, SELLER SHALL
DELIVER TO PURCHASER THE FOLLOWING:
(A)
A CERTIFICATE OF A DULY AUTHORIZED OFFICER OF THE SELLER,
CERTIFYING (I) THAT ATTACHED COPIES OF SELLER'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.
PURCHASER MAY CONCLUSIVELY RELY ON THIS
CERTIFICATE UNTIL IT IS OTHERWISE NOTIFIED BY THE SELLER IN WRITING.
(B)
COPIES OF THE CHARTER DOCUMENTS OF SELLER, CERTIFIED AS
APPROPRIATE BY THE SECRETARY OF STATE OR ANOTHER OFFICIAL OF SELLER'S
JURISDICTION OF ORGANIZATION.
(C)
GOOD STANDING CERTIFICATES FOR SELLER, ISSUED BY THE SECRETARY OF
STATE OR OTHER APPROPRIATE OFFICIAL OF SELLER'S JURISDICTION OF ORGANIZATION AND
EACH JURISDICTION WHERE
26
SELLER'S CONDUCT OF BUSINESS OR OWNERSHIP OF TRANSFERRED ASSETS NECESSITATES
QUALIFICATION, INCLUDING, BUT NOT LIMITED TO, COLORADO AND MISSOURI.
(D)
AN EXECUTED AGRILEACH LICENSE AGREEMENT.
(E)
ALL SOURCE CODES FOR THE AGRILEACH SOFTWARE.
(F)
AN EXECUTED BILL OF SALE.
(G)
AN EXECUTED TRADEMARK ASSIGNMENT.
(H)
AN EXECUTED DOMAIN NAME ASSIGNMENT.
(I)
AN EXECUTED TRANSITION SERVICES AGREEMENT.
(J)
AN EXECUTED ASSIGNMENT AND ASSUMPTION AGREEMENT.
(K)
EXECUTED OTHER TRANSACTION DOCUMENTS TO WHICH SELLER IS A PARTY.
(L)
EVIDENCE THAT SELLER HAS MODIFIED THE WEBSITES SUCH THAT ANY
CONFIRMATION RECEIVED OR RECEIPT DISPLAYED UPON A CUSTOMER'S PURCHASE OF
PRODUCTS OR SERVICES FROM THE WEBSITES NO LONGER CONTAINS ANY CREDIT CARD
EXPIRATION DATES, CREDIT CARD SECURITY CODES, CREDIT CARD NUMBERS OR ANY OTHER
INFORMATION THAT MAY RESULT IN LIABILITY UNDER THE FAIR AND ACCURATE CREDIT
TRANSACTIONS ACT.