(e) Opinion of Seller's Counsel. Seller shall deliver to Purchaser
the legal opinion of its counsel, Wolff & Samson, P.A., dated the Closing Date,
as to the matters set forth in Sections 4.1 and 4.2, such opinion to be
reasonably satisfactory to Purchaser.
(f) Consents. Seller shall deliver to Purchaser the Required
(g) Tax Proration Schedule. Seller shall deliver to Purchaser the
tax proration schedule attached hereto as Schedule 3.5.
(h) Expenses Owed for TMSA and SASA. The parties shall mutually
agree upon an invoice and payment schedule for all services performed under the
TMSA and the SASA through the date of termination.
(i) Other Actions. Seller shall take all such other steps as may
be necessary or appropriate to put Purchaser in actual and complete ownership
and possession of the Assets.
11.2 Performance by Purchaser. At the Closing, concurrently with the
performance by Seller of its obligations to be performed at the Closing,
(a) Purchase Price. Deliver to Seller the funds specified in
(b) Assumption Agreement. Deliver to Seller the Assumption
(c) Certificates of Authorities. Deliver the following to Seller
(i) a certificate of the Secretary of State of Delaware, dated as of a date not
more than twenty (20) days prior to the Closing Date, attesting to the
organization, existence and good standing of Purchaser and Parent and (ii) a
copy, certified by an authorized officer of Purchaser and Parent, of resolutions
duly adopted by the Board of Directors of each of Purchaser and Parent duly
authorizing the transactions contemplated in this Agreement.
(d) Expenses Owed for TMSA and SASA. At closing, Purchaser shall
pay all invoices rendered by Seller to Purchaser under either the TMSA or the
SASA, provided the invoices are delivered to Purchaser prior to the Closing Date
for services already rendered and said invoices have been approved by
Purchaser's personnel. The parties shall mutually agree upon an invoice and
payment schedule for all services performed under the TMSA and the SASA through
the date of termination.
(e) Opinion of Purchaser's Counsel. Purchaser shall deliver to
Seller the legal opinion of its counsel, Munsch Hardt Kopf & Harr, P.C., dated
the Closing Date, as to the matters set forth in Sections 5.1 and 5.2, such
opinion to be reasonably satisfactory to Seller.
(f) Additional Documents. Execute and deliver to Seller the
Additional Documents to which Purchaser and/or Parent is a party, as the case
11.3 Other Instruments. In addition to the foregoing, Purchaser, Parent
and Seller agree as follows:
(a) Further Action by Seller. At any time and from time to time,
at or after the Closing, upon request of Purchaser, Seller shall do, execute,
acknowledge and deliver or shall