SHALL BE IN FULL FORCE AND EFFECT.
(D)
SELLER CERTIFICATES.
SELLER SHALL FURNISH BUYER WITH:
(I)
A CERTIFICATE EXECUTED BY THE SECRETARY OF SELLER CERTIFYING AS
OF THE CLOSING DATE (X) A TRUE AND COMPLETE COPY OF THE ORGANIZATIONAL DOCUMENTS
OF SELLER AS OF A RECENT DATE BY THE APPROPRIATE GOVERNMENTAL ENTITY OF ITS
JURISDICTION OF ORGANIZATION, AND (Y) INCUMBENCY MATTERS WITH RESPECT TO SELLER;
9
(II)
A CERTIFICATE OF THE APPROPRIATE GOVERNMENTAL ENTITY CERTIFYING
THE STATUS OR GOOD STANDING OF SELLER IN THE STATE OF CALIFORNIA;
(III)
A CERTIFICATE SIGNED BY SELLER AS TO THE FULFILLMENT OF THE
CONDITIONS SET FORTH IN SECTIONS 6.1(A) AND (B); AND
(IV)
THE FORMS AND CERTIFICATES DESCRIBED IN SECTION 8.5.
(E)
CONSENTS.
SELLER SHALL DELIVER TO BUYER EXECUTED COPIES OF EACH
MATERIAL CONSENT LISTED ON SCHEDULE 3.2(C); PROVIDED THAT ANY MATERIAL CONSENT
RECEIVED DIRECTLY BY BUYER SHALL BE DEEMED DELIVERED BY SELLER.
(F)
SHARED CONTRACTS.
SELLER SHALL DELIVER TO BUYER ALL AMENDMENTS
AND/OR OTHER AGREEMENTS RESULTING FROM THE APPORTIONMENT OF THE SHARED CONTRACTS
PURSUANT TO SECTION 5.3(C).
(G)
FORM OF INSTRUMENTS.
TO THE EXTENT THAT A FORM OF ANY DOCUMENT TO
BE DELIVERED BY A PARTY HEREUNDER IS NOT ATTACHED AS AN EXHIBIT HERETO, SUCH
DOCUMENTS SHALL BE IN FORM AND SUBSTANCE, AND SHALL BE EXECUTED AND DELIVERED IN
A MANNER, REASONABLY SATISFACTORY TO THE OTHER PARTY.
(H)
BOOKS AND RECORDS.
ALL ORIGINAL BOOKS AND RECORDS PERTAINING
SOLELY TO THE PURCHASED ASSETS AND COPIES OF ALL BOOKS AND RECORDS USED OR HELD
FOR USE IN THE PURCHASED BUSINESS (OTHER THAN BOOKS AND RECORDS RELATED SOLELY
TO EXCLUDED ASSETS OR EXCLUDED LIABILITIES) SHALL BE DELIVERED BY SELLER TO
BUYER AT THE CLOSING; PROVIDED, HOWEVER, THAT SELLER MAY REDACT THOSE PORTIONS
OF THE BOOKS AND RECORDS THAT RELATE TO THE RETAINED BUSINESS; PROVIDED FURTHER,
THAT SELLER MAY RETAIN A COPY OF ALL ORIGINAL BOOKS AND RECORDS DEEMED DELIVERED
TO BUYER IN ACCORDANCE WITH THIS SECTION 2.3(H).
NOTWITHSTANDING THE FOREGOING,
ANY BOOKS AND RECORDS TO BE DELIVERED TO BUYER PURSUANT TO THIS SECTION 2.3(H)
SHALL BE DEEMED DELIVERED TO AND OWNED BY BUYER AT AND AS OF CLOSING, AND NO
PHYSICAL DELIVERY OF SUCH BOOKS AND RECORDS SHALL BE REQUIRED, TO THE EXTENT
THAT SUCH BOOKS AND RECORDS ARE PHYSICALLY LOCATED IN THE HEADQUARTERS BUILDING
OR THE RACETRACKS, AND ACCESSIBLE TO BUYER FROM AND AFTER THE CLOSING DATE.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer that the following
representations and warranties are true and correct:
3.1
ORGANIZATION AND GOOD STANDING; SUBSIDIARIES.
(A)
SELLER IS A NONPROFIT MUTUAL BENEFIT CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF CALIFORNIA
WITH FULL POWER AND AUTHORITY TO CONDUCT THE PURCHASED BUSINESS AS IT IS NOW
BEING CONDUCTED, TO OWN OR USE THE PURCHASED ASSETS, AND TO PERFORM ALL ITS
OBLIGATIONS UNDER THE TRANSFERRED CONTRACTS TO WHICH IT IS A PARTY.
SELLER IS
DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING UNDER THE