IS SUBJECT; OR (III) FOR THE CONDUCT OF THE BUSINESS OF
THE COMPANY AS HERETOFORE CONDUCTED FOLLOWING THE CLOSING.
(B)
ALL PAYOFF LETTERS AND RELEASES RELATING TO
ANY DEBT PAYOFF AMOUNTS AS SET FORTH ON SCHEDULE 5.1(B) AND RELEASES FROM THIRD
PARTIES OF ANY AND ALL LIENS RELATING TO THE ASSETS AND PROPERTY OF THE COMPANY,
AS SET FORTH ON SCHEDULE 5.1(B).
(C)
THE EMPLOYMENT AGREEMENT SET FORTH ON
EXHIBIT A HERETO EXECUTED BY MR. SHALABY.
(D)
THE AGREEMENTS IN THE FORMS SET FORTH ON
EXHIBIT B ATTACHED HERETO EXECUTED BY THE KEY EMPLOYEES, THE COMPANY AND THE
SELLER SHAREHOLDERS.
(E)
CERTIFIED COPIES OF THE COMPANY'S
CERTIFICATE OF FORMATION AS FILED WITH THE SECRETARY OF STATE OF CONNECTICUT;
CERTIFIED COPIES OF THE RESOLUTIONS DULY ADOPTED BY THE COMPANY'S BOARD AND ITS
SHAREHOLDERS AUTHORIZING THE COMPANY'S EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, THE COMPANY'S CORPORATE RECORDS,
STOCK LEDGERS AND MINUTE BOOKS AND SUCH OTHER DOCUMENTS OR INSTRUMENTS AS BUYER
MAY REASONABLY REQUEST OR MAY BE REQUIRED TO EFFECT THE TRANSACTIONS
CONTEMPLATED HEREBY.
(F)
THE OPINION, DATED AS OF THE CLOSING
DATE, FROM NICOLAI LAW GROUP, P.C., COUNSEL FOR THE COMPANY, COVERING MATTERS
PERTAINING TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AS SET FORTH ON
EXHIBIT C ATTACHED HERETO.
26
(G)
A CERTIFICATE, DATED AS OF THE CLOSING DATE,
EXECUTED BY AN AUTHORIZED OFFICER OF THE COMPANY CERTIFYING THAT THERE ARE NO
OTHER EXPENSES OWED BY THE COMPANY WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
(H)
A CERTIFICATE, DATED OF THE CLOSING DATE,
EXECUTED BY AN AUTHORIZED OFFICER OF THE COMPANY ESTABLISHING AN EXEMPTION FROM
WITHHOLDING TAX UNDER SECTION 1445 OF THE CODE IN ACCORDANCE WITH THE TREASURY
REGULATIONS PROMULGATED THEREUNDER, AS SET FORTH ON EXHIBIT D HERETO.
(I)
EXECUTED ACKNOWLEDGEMENTS FROM ALL
EMPLOYEES WHO PARTICIPATED IN THE LONG TERM INCENTIVE PLAN THAT THEY HAVE
RECEIVED ALL REQUIRED PAYMENTS DUE TO SUCH EMPLOYEES PURSUANT TO SUCH EMPLOYEE
BENEFIT PLAN, AS SET FORTH ON EXHIBIT E HERETO AND SATISFACTORY EVIDENCE, IN THE
BUYER'S DISCRETION, THAT THE LONG TERM INCENTIVE PLAN HAS BEEN TERMINATED AND IS
NO LONGER IN FORCE OR EFFECT.
(J)
THE DULY EXECUTED STOCK POWERS FROM THE
SELLER SHAREHOLDERS, FREE AND CLEAR OF ALL LIENS, TOGETHER WITH ANY STOCK
TRANSFER STAMPS OR RECEIPTS FOR ANY TRANSFER TAXES REQUIRED TO BE PAID THEREON.
(K)
THE RESIGNATIONS OF EACH DIRECTOR OF THE
COMPANY, EFFECTIVE AS OF THE CLOSING DATE.
5.2
Buyer Deliverables.
At the Closing, the
Buyer shall deliver the following documents and payments to the Company and the
Seller Shareholders:
(A)
EVIDENCE THAT THE BOARD OF DIRECTORS OF
BUYER HAS ADOPTED AND APPROVED THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTS
AND THE CONSUMMATION OF THE TRANSACTION TO THE EXTENT AND AS REQUIRED BY THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE AND THE BUYER'S ORGANIZATIONAL
DOCUMENTS.
(B)
EVIDENCE THAT ALL FILINGS, NOTICES,
LICENSES, PERMITS AND OTHER CONSENTS OF, TO OR WITH, ANY GOVERNMENTAL ENTITY OR
ANY OTHER PERSON THAT ARE REQUIRED BY BUYER