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completed its determination pursuant to Section 2.4(a) of any of the
amount disputed by Holdings and Buyer, then Holdings may, at its
option, postpone the date on which the Closing is required to take
place until the third (3rd) business day after the date the Referee
makes its final determination pursuant to Section 2.4(a); provided,
however, that if such postponement results in the Closing taking place
on a date after the Upset Date, the Upset Date shall be extended until
one business day after the date of the Closing as postponed pursuant
to this Section 8.1(a)(4).
(b) Closing Place. The Closing shall be held at the offices of Paul,
Hastings, Janofsky & Walker LLP, 399 Park Avenue, New York, New York, 10022
or any other place or time as Group and Buyer shall mutually agree.
8.2 Deliveries by Holdings. Holdings shall deliver or cause to be
delivered to Buyer the following:
(a) Purchased Interests. An assignment agreement providing for the
assignment of the Purchased Interests by Holdings to Buyer, in a form
reasonably satisfactory to Buyer.
(b) Officer's Certificate of Group. A certificate executed by Group,
dated as of the Closing Date, certifying that the closing conditions
specified in Sections 7.1(a) and (b) have been satisfied as to Group,
except as disclosed in said certificate.
(c) Officer's Certificate of Holdings. A certificate executed by
Holdings, dated as of the Closing Date, certifying that the closing
conditions specified in Sections 7.1(a) and (b) have been satisfied as to
Holdings, except as disclosed in such certificate.
(d) Secretaries' Certificate. A certificate executed by each of
Holdings and Group, dated as of the Closing Date, (1) certifying that the
resolutions, as attached to said certificate, were duly adopted by the
members of Holdings and Group, as the case may be, authorizing and
approving the execution by such party of this Agreement and the other
Transaction Documents to which such party is a party and the consummation
of the transactions contemplated hereby and thereby and that such
resolutions remain in full force and effect; and (2) providing, as
attachments thereto, Certificates of Good Standing for each of the
Renaissance Companies certified by an appropriate state official of the
State of their organization, all certified by such state officials as of a
date not more than fifteen days before the Closing Date.
(e) Consents. Copies of Consents which have been obtained by Holdings
or any of the Renaissance Companies prior to the Closing.
(f) Opinion of Counsel. Opinions of counsel to Holdings and Group,
dated as of the Closing Date, substantially in the forms of Exhibit C and
Exhibit G hereto.
(g) Indemnity Agreement. The Indemnity Agreement, duly executed by
Holdings and the Escrow Agent.