FairPoint Communications 2005 Annual Report Download - page 177

the case of any such representation or warranty containing any materiality qualification) or in all material respects (in the case of any such representation or
warranty without any materiality qualification), in each case with the same force and effect as though such representations and warranties had been made on
and as of the Closing and (ii) contained in Sections 2.1, 2.2, 2.3, 2.4, 2.6(b), 2.12 and 2.27(b) shall be true and correct in all respects with the same force
and effect as though such representations and warranties had been made on and as of the Closing.
(b) SICC and the Shareholders shall have performed and complied with all agreements, covenants and conditions contained herein that are
required to be performed or complied with by them on or before the Closing Date.
(c) On the Closing Date one or more certificates to the effect of the matters set forth in clauses (a) and (b) of Section 4.1 shall be executed by an
Officer of SICC and by the Shareholders and delivered to Buyer.
4.2 Delivery of Documents. SICC and the Shareholders shall have executed and delivered to Buyer (or shall have caused to be executed and
delivered to Buyer, as applicable, by the appropriate Persons) the following, all of which shall be reasonably satisfactory to Buyer:
(a) A certified true, correct and complete copy of resolutions of SICC’s Board of Directors, approving this Agreement and all Related
Agreements and all transactions contemplated by this Agreement and the Related Agreements;
(b) A true, correct and complete copy of SICC’s and each Subsidiary’s charter documents certified as of a date within ten (10) business days
of the Closing Date by the appropriate Secretary of State and as of the Effective Time by the secretary of each entity;
(c) A true, correct and complete copy of the Bylaws of SICC and the Subsidiaries certified by the secretary of each entity;
(d) A certificate issued by the Secretary of State of Illinois as of a date within ten (10) business days of the Closing Date certifying that each of
SICC and the Subsidiaries is in good standing;
(e) Stock certificates representing all Shares, duly endorsed for transfer and accompanied by any required transfer tax stamps, if applicable
under Illinois law;
(f) The Escrow Agreement, executed by SICC, the Shareholders and the Escrow Agent.
(g) an unconditional release executed by each Shareholder and effective as of the Effective Time of all rights and claims against SICC or its
Subsidiaries or Affiliates (other than claims against Buyer under this Agreement and any Related Documents) in the form attached as Schedule 4.2(g).
(h) A true, correct and complete copy of the corporate minute books of the Company and its Subsidiaries, certified by the secretary of each
entity.
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