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(h) Adjustment Escrow Agreement. The Adjustment Escrow Agreement, duly
executed by Holdings and the Adjustment Escrow Agent if required pursuant
to Section 2.4(b).
(i) Employment Agreement Releases. Releases, in form and substance
reasonably acceptable to Buyer, executed by each Person who is a party to
the Employment Agreements (other than the Renaissance Companies), releasing
any claims such Persons may have against any of the Renaissance Companies
pursuant to the Employment Agreements.
(j) Securities Releases. If, as of the Closing Date, there are
outstanding any options, warrants or other similar claims or securities in
respect of the Equity Interests of the Renaissance Companies (collectively,
"Options"), other than Options held by any Renaissance Company, releases,
in form and substance reasonably acceptable to Buyer, executed by each
holder of such Options, releasing and terminating such Options and all
rights of such holder thereunder.
8.3 Deliveries by Buyer and Charter. Prior to or at the Closing, Buyer
and Charter shall deliver to Holdings the following:
(a) Purchase Consideration.
(1) As provided in Section 2.4, the Closing Cash Payment to
Holdings, by wire or accounts transfer of immediately available funds
to one or more accounts designated by Holdings by written notice to
Buyer not less than two days prior to the Closing.
(2) As provided in Sections 2.4 and 10.4, the Indemnity Fund to
the Escrow Agreement, by wire or accounts transfer of immediately
available funds to the account specified in the Indemnity Agreement.
(3) As and to the extent provided by Section 2.4(b), the Purchase
Price Escrow Amount to the Adjustment Escrow Agent, by wire or
accounts transfer of immediately available funds to the account
specified in the Adjustment Escrow Agreement.
(b) Officers' Certificate. A certificate executed by each of Buyer and
Charter, dated as of the Closing Date, certifying that the closing
conditions specified in Sections 7.2(a) and (b) have been satisfied, except
as disclosed in said certificate.
(c) Secretaries' Certificate. A certificate executed by each of Buyer
and Charter, dated as of the Closing Date, (1) certifying that the
resolutions, as attached to said certificate, were duly adopted by the
Board of Directors and shareholders of Buyer and Charter (as the case may
be), authorizing and approving the execution by Buyer and Charter of this
Agreement and the other Transaction Documents to which it is a party and
the consummation of the transactions contemplated hereby and thereby and
that such resolutions remain in full force