Common use of Closing Documentation Clause in Contracts

Closing Documentation. The Purchaser shall have received from the Vendor and, where applicable, the Company and/or RPI, the following closing documentation: (a) a certificate of incumbency of the Vendor showing the authorized signatories of the Vendor and their signatures; (b) a certified copy of the appropriate register of members of RPI showing the Company as the registered owner of the RPI Shares; (c) share certificate(s) representing the Purchased Shares issued in the name of the Vendor, duly endorsed for transfer to the Purchaser; (d) a certified copy of resolutions of the directors of the Company authorizing the transfer of the Purchased Shares to the Purchaser, the registration of the Purchased Shares in the name of the Purchaser, the issue of share certificates representing the Purchased Shares registered in the name of the Purchaser and effecting the necessary changes in the directors and officers of the Company; (e) a certified copy of resolutions of the holder of the shares of the Company authorizing the transactions contemplated by this Agreement and the transfer of the Purchased Shares to the Purchaser; (f) share certificates for the Purchased Shares registered in the name of the Purchaser, signed by the appropriate director(s) and/or officer(s) of the Company or by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus as appropriate under the laws of Cyprus; (g) a certified copy of certificate of shareholders showing the Purchaser as the registered owner of the Purchased Shares, issued by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus; (h) duly signed resignations of each of the directors and officers of the Company designated by the Purchaser; (i) all other necessary consents, waivers, including consents to change of control or waivers of pre-emptive rights, and authorizations required to enable the transfer of the Purchased Shares to the Purchaser pursuant to this Agreement; (j) all such instruments of transfer, duly executed, that in the opinion of the Purchaser, acting reasonably, are necessary to effect and evidence the transfer of the Purchased Shares to the Purchaser free and clear of all Encumbrances; (k) the corporate minutes books and all other Books and Records of both the Company and RPI, accurate and current in all material respects; (l) the corporate seal of both the Company and RPI, if any; (m) the certificate of the Vendor referred to in Section 12.1; (n) written resignations of all directors and officers of the Company and RPI as determined by the Purchaser, together with an executed general mutual release from each of them in form and substance satisfactory to the Purchaser, acting reasonably; (o) if the Audited Financial Statements are available, a certificate executed by the Vendor certifying that the Audited Financial Statements were prepared in accordance with International Financial Reporting Standards and are substantially correct in every particular and present fairly and accurately the assets, liabilities and financial condition and position of the Company and RPI on a consolidated basis as at the date thereof and such consolidated financial statements contain no direct or implied statement of a material fact which is untrue on the date of such consolidated financial statements and do not omit to state any material fact which is required by International Financial Reporting Standards or by Applicable Law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading; (p) such other documents as the Purchaser may reasonably require to complete the purchase and sale of the Purchased Shares; (q) the Shareholder Guarantee; (r) the Shareholders' Agreement; and (s) the Escrow Agreement.

Closing Documentation. The Without limiting the generality of Section 8.2.3, the Purchaser shall have received from at or before the Vendor and, where applicable, Closing Time duly executed original copies of the Company and/or RPI, the following closing documentationfollowing: (a) a certificate certified copy of incumbency a resolution of the directors of the Vendor showing approving the authorized signatories of the Vendor and their signaturestransactions contemplated by this Agreement; (b) a certified copy statutory declaration of a senior officer of the appropriate register of members of RPI showing the Company as the registered owner Vendor concerning residence of the RPI SharesVendor and a certificate of a senior officer of the Vendor as to the matters referred to in Subsection 8.2.1 and confirming that all conditions under this Agreement in favour of the Vendor have been either fulfilled or waived; (c) share certificate(sa certificate of status for the Vendor; (d) representing an election under subsection 167(1) of the Excise Tax Act (Canada) relating to the transfer of the Purchased Shares Assets; (e) a clearance certificate under section 6 of the Retail Sales Tax Act (Ontario); (f) satisfactory evidence that the Vendor has paid all amounts payable under the Bank Austria Agreements or a direction directing the Purchaser to pay that portion of the Purchase Price necessary to obtain discharges of the liens and encumbrances registered by Bank Austria Creditanstalt AG against the assets of the Vendor; (g) satisfactory evidence that the two Personal Property Security Act (Ontario) registrations relating to the Bank Austria Agreements, as described in Schedule 5.1.9, have been discharged or an undertaking/indemnity by the Vendor relating to such registrations, in a form satisfactory to counsel for the Purchaser; (h) Transfers of Beneficial Interest in the Real Property from Vendor and MID to Purchaser; (i) Notices and Directions from Vendor and MID to the Nominees of the Transfers of Beneficial Interest; (j) True copies of existing Nominee/Trust Agreements between Vendor and MID and the Nominees; (k) Nominee/Trust Agreements from the Nominees in favour of the Purchaser; (l) Partial assignment and assumption of the shared facilities and services agreement among the Vendor, MI Developments Inc. and York Region Vacant Land Condominium Corporation No. 1010 dated March 12, 2004; (m) an election under section 22 of the Income Tax Act (Canada) relating to the Accounts Receivable; (n) a registered transfer of title in favour of Purchaser relating to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇; (o) a certificate of status for MID; (p) evidence of the discharge of the claim for lien # LT1605599 in favour of Monte Carlo General Contracting Inc.; (q) a direction from Vendor to MID directing the conveyance of Blocks 2, 4 and 13, Plan 65M-3436, Aurora; (r) a licence agreement substantially in the form attached hereto as Schedule 8.2.4; and (s) a quit claim transfer from Vendor to Purchaser of any interest in Blocks 2, 4 and 13, Plan 65M-3436, Aurora. (t) a form for transfer of all issued and outstanding shares in the capital of 1207302 Ontario Inc. (u) share certificate evidencing the issued and outstanding shares of 1207302 Ontario Inc. in the name of the Vendor, duly endorsed for transfer to the Purchasertransfer; (dv) a certified copy of resolutions resolution of the directors of the Company authorizing 1207302 Ontario Inc. approving the transfer of all the Purchased Shares to the Purchaser, the registration of the Purchased Shares issued and outstanding shares in the name capital of the 1207302 Ontario Inc. from Vendor to Purchaser, the issue of share certificates representing the Purchased Shares registered in the name of the Purchaser and effecting the necessary changes in the directors and officers of the Company; (e) a certified copy of resolutions of the holder of the shares of the Company authorizing the transactions contemplated by this Agreement and the transfer of the Purchased Shares to the Purchaser; (f) share certificates for the Purchased Shares registered in the name of the Purchaser, signed by the appropriate director(s) and/or officer(s) of the Company or by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus as appropriate under the laws of Cyprus; (g) a certified copy of certificate of shareholders showing the Purchaser as the registered owner of the Purchased Shares, issued by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus; (h) duly signed resignations of each of the directors and officers of the Company designated by the Purchaser; (i) all other necessary consents, waivers, including consents to change of control or waivers of pre-emptive rights, and authorizations required to enable the transfer of the Purchased Shares to the Purchaser pursuant to this Agreement; (j) all such instruments of transfer, duly executed, that in the opinion of the Purchaser, acting reasonably, are necessary to effect and evidence the transfer of the Purchased Shares to the Purchaser free and clear of all Encumbrances; (k) the corporate minutes books and all other Books and Records of both the Company and RPI, accurate and current in all material respects; (l) the corporate seal of both the Company and RPI, if any; (m) the certificate of the Vendor referred to in Section 12.1; (n) written resignations of all directors and officers of the Company and RPI as determined by the Purchaser, together with an executed general mutual release from each of them in form and substance satisfactory to the Purchaser, acting reasonably; (o) if the Audited Financial Statements are available, a certificate executed by the Vendor certifying that the Audited Financial Statements were prepared in accordance with International Financial Reporting Standards and are substantially correct in every particular and present fairly and accurately the assets, liabilities and financial condition and position of the Company and RPI on a consolidated basis as at the date thereof and such consolidated financial statements contain no direct or implied statement of a material fact which is untrue on the date of such consolidated financial statements and do not omit to state any material fact which is required by International Financial Reporting Standards or by Applicable Law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading; (p) such other documents as the Purchaser may reasonably require to complete the purchase and sale of the Purchased Shares; (q) the Shareholder Guarantee; (r) the Shareholders' Agreement; and (sw) a written instrument terminating the Escrow Preferred Access Agreement, containing a mutual release of claims thereunder.

Closing Documentation. The (a) Seller shall contemporaneously herewith deliver to Purchaser shall have received from the Vendor and, where applicable, the Company and/or RPI, the following closing documentationfollowing: (ai) a certificate of incumbency of certificates for the Vendor showing Shares duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser title to the authorized signatories of the Vendor and their signatures; (b) a certified copy of the appropriate register of members of RPI showing the Company as the registered owner of the RPI Shares; (cii) share certificate(s) representing the Purchased Shares issued in the name of the Vendor, duly endorsed for transfer to the Purchaser; (d) a certified copy of resolutions of the directors of the Company authorizing the transfer of the Purchased Shares to the Purchaser, the registration of the Purchased Shares in the name of the Purchaser, the issue of share certificates representing the Purchased Shares registered in the name of the Purchaser and effecting the necessary changes in the directors and officers of the Company; (e) a certified copy of resolutions of the holder of the shares of the Company authorizing the transactions contemplated by this Agreement and the transfer of the Purchased Shares to the Purchaser; (f) share certificates for the Purchased Shares registered in the name of the Purchaser, signed by the appropriate director(s) and/or officer(s) of the Company or by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus as appropriate under the laws of Cyprus; (g) a certified copy of certificate of shareholders showing the Purchaser as the registered owner of the Purchased Shares, issued by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus; (h) duly signed resignations of each of the directors and officers of the Subject Company designated that have been requested to resign by Purchaser, effective as of the PurchaserClosing Date; (iiii) all other necessary consentsa certificate, waiverssigned by the secretary of Seller, including consents to change of control or waivers of pre-emptive rights, and authorizations required to enable the transfer certifying resolutions of the Purchased Shares to board of managers of Seller authorizing the Purchaser pursuant to execution, delivery and performance of this Agreement; (jiv) all such instruments of transfer, duly executed, that in the opinion of the Purchaser, acting reasonably, Third-Party Consents which are necessary to effect and evidence the transfer of the Purchased Shares to the Purchaser free and clear of all Encumbrancesidentified on Schedule 2.7; (kv) the corporate minutes books and all other Books and Records of both the Company and RPI, accurate and current in all material respects; (l) the corporate seal of both the Company and RPI, if any; (m) the certificate of the Vendor referred to in Section 12.1; (n) written resignations of all directors and officers of the Company and RPI as determined by the Purchaser, together with an executed general mutual release from each of them documentation in form and substance satisfactory reasonably acceptable to Purchaser of the Purchasertermination of all obligations under that certain Management Agreement dated April 22, acting reasonably;2003 by and between Isle of Capri Casino, Inc., and the Subject Company. (ovi) if a good standing certificate for the Audited Financial Statements are available, a certificate executed by the Vendor certifying that the Audited Financial Statements were prepared in accordance with International Financial Reporting Standards and are substantially correct in every particular and present fairly and accurately the assets, liabilities and financial condition and position Subject Company as of the Company and RPI on a consolidated basis as at the date thereof and such consolidated financial statements contain no direct or implied statement of a material fact which is untrue on the date of such consolidated financial statements and do not omit to state any material fact which is required by International Financial Reporting Standards or by Applicable Law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading; (p) such other documents as the Purchaser may reasonably require to complete the purchase and sale of the Purchased Shares; (q) the Shareholder Guarantee; (r) the Shareholders' AgreementClosing Date; and (svii) a Transition Services Agreement executed by Seller substantially in the form of Exhibit C hereto. --------- (b) Purchaser shall contemporaneously herewith deliver to Seller the following: (i) the Escrow Agreement.cash portion of the Estimated Purchase Price by wire transfer of immediately available funds to an account identified by Seller to Purchaser; (ii) a Promissory Note and a Pledge Agreement executed by Purchaser substantially in the form of Exhibits A and B hereto, respectively; ---------------- (iii) a Transition Services Agreement executed by Purchaser substantially in the form of Exhibit C hereto; and --------- (iv) a Guaranty executed by Nevada Gold & Casinos, Inc., substantially in the form of Exhibit D hereto. ---------

Closing Documentation. The Purchaser shall have received from As a condition of the Vendor and, where applicable, the Company and/or RPI, the following closing documentationClosing: (a) the Company will deliver to Parent: (i) an opinion of ▇▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date in the form of Exhibit B; (ii) a Secretary’s Certificate for the Company executed by its secretary certifying as to its respective Organizational Documents, authorizing resolutions and incumbency (the “Secretary’s Certificate”); (iii) a certificate of incumbency executed by the President of the Vendor showing Company to the authorized signatories effect that each of the Vendor conditions specified in Sections 7.1 and their signatures7.2 is satisfied in all respects; (iv) fully executed copies of the following: (A) Written consent in the form attached hereto as Exhibit C (the “Stockholder Consent”) signed by a number of Stockholders sufficient to satisfy the Requisite Stockholder Approval; (B) Resignations in the form attached hereto as Exhibit D (the “Officer and Director Resignations”) from each current executive officer, corporate officer and director of the Company; and (C) Releases in the form attached hereto as Exhibit E (the “Director Release”) from the current and prior directors of the Company set forth on Schedule 2.4(a)(iv). (vi) such other documents as Parent and Merger Sub may reasonably request for the purpose of (A) evidencing the accuracy of any of the Company’s representations and warranties, (B) evidencing the performance by the Company of, or the compliance by the Company with, any covenant or obligation required to be performed or complied with by the Company, (C) evidencing the satisfaction of any condition referred to in Section 7 hereof, or (D) otherwise facilitating the consummation or performance of any of the Contemplated Transactions; (b) a certified copy of the appropriate register of members of RPI showing the Company as the registered owner of the RPI Shares; (c) share certificate(s) representing the Purchased Shares issued in the name of the Vendor, duly endorsed for transfer Parent and Merger Sub will deliver to the Purchaser; (d) a certified copy of resolutions of the directors of the Company authorizing the transfer of the Purchased Shares to the Purchaser, the registration of the Purchased Shares in the name of the Purchaser, the issue of share certificates representing the Purchased Shares registered in the name of the Purchaser and effecting the necessary changes in the directors and officers of the Company; (e) a certified copy of resolutions of the holder of the shares of the Company authorizing the transactions contemplated by this Agreement and the transfer of the Purchased Shares to the Purchaser; (f) share certificates for the Purchased Shares registered in the name of the Purchaser, signed by the appropriate director(s) and/or officer(s) of the Company or by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus as appropriate under the laws of Cyprus; (g) a certified copy of certificate of shareholders showing the Purchaser as the registered owner of the Purchased Shares, issued by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus; (h) duly signed resignations of each of the directors and officers of the Company designated by the Purchaser;: (i) all other necessary consentsa Secretary’s Certificate for each of Parent and Merger Sub executed by each of their respective secretaries, waiverscertifying as to Parent and Merger Sub’s respective Organizational Documents, including consents to change of control or waivers of pre-emptive rights, authorizing resolutions and authorizations required to enable the transfer of the Purchased Shares to the Purchaser pursuant to this Agreementincumbency; (jii) all such instruments of transfer, duly executed, that in the opinion of the Purchaser, acting reasonably, are necessary to effect and evidence the transfer of the Purchased Shares to the Purchaser free and clear of all Encumbrances; (k) the corporate minutes books and all other Books and Records of both the Company and RPI, accurate and current in all material respects; (l) the corporate seal of both the Company and RPI, if any; (m) the certificate of the Vendor referred to in Section 12.1; (n) written resignations of all directors and officers of the Company and RPI as determined by the Purchaser, together with an executed general mutual release from each of them in form and substance satisfactory to the Purchaser, acting reasonably; (o) if the Audited Financial Statements are available, a certificate executed by the Vendor certifying President or Chief Financial Officer of each of Parent and Merger Sub to the effect that the Audited Financial Statements were prepared in accordance with International Financial Reporting Standards and are substantially correct in every particular and present fairly and accurately the assets, liabilities and financial condition and position each of the Company conditions specified in Sections 8.1 and RPI on a consolidated basis as at the date thereof and such consolidated financial statements contain no direct or implied statement of a material fact which 8.2 is untrue on the date of such consolidated financial statements and do not omit to state any material fact which is required by International Financial Reporting Standards or by Applicable Law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;satisfied in all respects; and (piii) such other documents as the Purchaser Company may reasonably require request for the purpose of (1) evidencing the accuracy of any representation or warranty of Parent and Merger Sub, (2) evidencing the performance by Parent and Merger Sub of, or the compliance by Parent and Merger Sub with, any covenant or obligation required to complete be performed or complied with by Parent and Merger Sub, (3) evidencing the purchase and sale satisfaction of any condition referred to in Section 8, or (4) otherwise facilitating the consummation of any of the Purchased SharesContemplated Transactions; (qc) Parent and Merger Sub will make payment of the Shareholder GuaranteeInitial Merger Consideration as set forth in Section 2.2(b); (r) the Shareholders' Agreement; and (s) the Escrow Agreement.

Closing Documentation. The Purchaser shall have received from At the Vendor and, where applicable, the Company and/or RPI, the following closing documentation:Closing, (a) a certificate of incumbency of the Vendor showing the authorized signatories of the Vendor and their signatures; (b) a certified copy of the appropriate register of members of RPI showing the Company as the registered owner of the RPI Shares; (c) share certificate(s) representing the Purchased Shares issued in the name of the Vendor, duly endorsed for transfer Sellers will deliver to the Purchaser; (d) a certified copy of resolutions of the directors of the Company authorizing the transfer of the Purchased Shares to the Purchaser, the registration of the Purchased Shares in the name of the Purchaser, the issue of share certificates representing the Purchased Shares registered in the name of the Purchaser and effecting the necessary changes in the directors and officers of the Company; (e) a certified copy of resolutions of the holder of the shares of the Company authorizing the transactions contemplated by this Agreement and the transfer of the Purchased Shares to the Purchaser; (f) share certificates for the Purchased Shares registered in the name of the Purchaser, signed by the appropriate director(s) and/or officer(s) of the Company or by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus as appropriate under the laws of Cyprus; (g) a certified copy of certificate of shareholders showing the Purchaser as the registered owner of the Purchased Shares, issued by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus; (h) duly signed resignations of each of the directors and officers of the Company designated by the Purchaser;Buyer: (i) all other necessary consentsthe certificates evidencing the Shares duly endorsed in blank for transfer or with such duly executed stock powers, waivers, including consents to change with Sellers being responsible for the payment of control any applicable stock transfer taxes or waivers of pre-emptive rights, and authorizations required to enable the transfer of the Purchased Shares to the Purchaser pursuant to this Agreementsimilar taxes; (jii) all such instruments of transfer, the duly executed, that in the opinion of the Purchaser, acting reasonably, are necessary executed Escrow Agreement required pursuant to effect and evidence the transfer of the Purchased Shares to the Purchaser free and clear of all EncumbrancesSection 1.02(b) hereof; (kiii) the corporate minutes books and all other Books and Records of both the Company and RPI, accurate and current in all material respectsduly executed releases required pursuant to Section 8.01(d) hereof; (liv) the corporate seal of both the Company and RPI, if anyduly executed resignations required pursuant to Section 8.01(e) hereof; (mv) the certificate of the Vendor referred duly executed estoppel certificates required pursuant to in Section 12.18.01(g) hereof; (nvi) written resignations if applicable, the evidence of payment and discharge of Funded Debt (as hereinafter defined) and releases of all directors and officers security interests on the assets of the Company and RPI as determined by the Purchaser, together with an executed general mutual release from each of them in form and substance satisfactory Subsidiaries securing the Funded Debt pursuant to the Purchaser, acting reasonablySection 8.01(h) hereof; (ovii) if the Audited Financial Statements are available, a certificate opinion of counsel to Sellers required pursuant to Section 8.01(c) hereof; (viii) the duly executed by certificates of Sellers required pursuant to Sections 8.01(a) and (b) hereof; (ix) the Vendor certifying that duly executed officers' certificates required pursuant to Sections 8.01(a) and (b) hereof; (x) the Audited Financial Statements were prepared in accordance with International Financial Reporting Standards complete minute and are substantially correct in every particular stock books and present fairly and accurately the assets, liabilities and financial condition and position corporate seals of the Company and RPI on a consolidated basis as at the date thereof and such consolidated financial statements contain no direct or implied statement of a material fact which is untrue on the date of such consolidated financial statements and do not omit to state any material fact which is required by International Financial Reporting Standards or by Applicable Law to be stated or reflected therein or which is necessary to make the statements contained therein not misleadingSubsidiaries; (pxi) duly executed agreements terminating the Second Amended and Restated Stock Redemption Agreement dated February 17, 1995, as amended, and the Cross Purchase Agreement dated February 17, 1995, as amended (collectively, the "Termination Agreements"); (xii) the duly executed written acknowledgements of the Related Parties (as hereinafter defined) pursuant to Section 7.7 hereof; (xiii) the duly executed written guaranties required pursuant to Section 12.13 hereof; and (xiv) such other documents as the Purchaser Buyer may reasonably require request. (b) Buyer will deliver to complete Sellers: (i) the purchase and sale of wire transfer funds constituting the Purchased SharesPurchase Price as required pursuant to Section 1.02 hereof; (qii) the Shareholder Guaranteeduly executed Escrow Agreement required pursuant to Section 1.02(b) hereof; (riii) the Shareholders' Agreementduly executed certificate of Buyer required pursuant to Sections 9.01(a) and (b) hereof; and (siv) the Escrow Agreementopinion of counsel to Buyer required pursuant to Section 9.01(c) hereof.

Closing Documentation. The Purchaser shall have received from (a) Sellers' and Shareholders' Documents. At Closing, Sellers and/or the Vendor andShareholders, where as applicable, the Company and/or RPI, shall deliver to Buyer the following closing documentationfully executed documents: (a1) a certificate A ▇▇▇▇ of incumbency of Sale in the Vendor showing the authorized signatories of the Vendor and their signaturesform attached to this Agreement as Exhibit D; (b2) a certified copy An Assignment of Trade Name and Intellectual Property Rights in the appropriate register of members of RPI showing form attached to this Agreement as Exhibit E (the Company as the registered owner of the RPI Shares"Intellectual Property Assignment"); (c3) share certificate(s) representing the Purchased Shares issued An Assignment and Assumption of Real Property Lease in the name of form attached to this Agreement as Exhibit F (the Vendor, duly endorsed for transfer to the Purchaser"Real Property Assignment"); (d4) a certified copy An Assignment and Assumption of Contracts in the form attached as Exhibit G (the "Contract Assignment"); (5) The Noncompetition Agreement; (6) The Employment Agreement; (7) The Escrow Agreement; (8) Duly entered corporate resolutions of the directors board of the Company authorizing the transfer of the Purchased Shares to the Purchaser, the registration of the Purchased Shares in the name of the Purchaser, the issue of share certificates representing the Purchased Shares registered in the name of the Purchaser and effecting the necessary changes in the directors and officers shareholders of the Company; (e) a certified copy of resolutions of the holder of the shares of the Company each Seller authorizing the transactions contemplated by this Agreement and the transfer Agreement, accompanied by a certificate of the Purchased Shares Secretary of each Seller to the Purchasereffect that such resolutions are in full force and effect and have not been amended, modified or rescinded, together with good standing certificates from the State of Maryland and all states in which the Sellers are qualified to do business; (f9) share certificates for Documents required to be executed by Sellers to permit Buyer to adopt Sellers' corporate names. (10) A certificate of Sellers and Shareholders certifying that Sellers' and Shareholders' representations and warranties contained in Section 7 of this Agreement are true and correct in all material respects on the Purchased Shares registered in the name Closing Date as though made on and as of the Purchaser, signed by the appropriate director(s) and/or officer(s) of the Company or by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus as appropriate under the laws of CyprusClosing Date; (g11) An opinion of counsel in the form attached to this Agreement as Exhibit H which shall include a certified copy of certificate of shareholders showing statement permitting reliance on the Purchaser as the registered owner of the Purchased Sharesopinion by Buyer's lenders, issued by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprusif required under applicable lending documents; (h12) duly signed resignations of each Such releases, consents, waiver or agreements, in forms reasonably satisfactory to Buyer and its lenders, as may be required by Buyer's lenders for their approval of the directors and officers of the Company designated transactions contemplated by the Purchaser; (i) all other necessary consents, waivers, including consents to change of control or waivers of pre-emptive rights, and authorizations required to enable the transfer of the Purchased Shares to the Purchaser pursuant to this Agreement; (j13) all such instruments of transferSuch releases, duly executedconsents, that waivers and approvals, in the opinion of the Purchaserforms reasonably satisfactory to Buyer, acting reasonably, are as may be necessary to effect the conveyance, transfer, assignment and evidence the transfer delivery of the Purchased Shares to the Purchaser Assets, free and clear of all Encumbrances; liens, encumbrances, claims, options, rights of first refusal and other agreements (kcollectively, "Liens") other than the corporate minutes books and all other Books and Records of both the Company and RPI, accurate and current in all material respects; (l) the corporate seal of both the Company and RPI, if any; (m) the certificate of the Vendor referred to in Section 12.1; (n) written resignations of all directors and officers of the Company and RPI as determined by the Purchaser, together with an executed general mutual release from each of them in form and substance satisfactory to the Purchaser, acting reasonably; (o) if the Audited Financial Statements are available, a certificate executed by the Vendor certifying that the Audited Financial Statements were prepared in accordance with International Financial Reporting Standards and are substantially correct in every particular and present fairly and accurately the assets, liabilities and financial condition and position of the Company and RPI on a consolidated basis as at the date thereof and such consolidated financial statements contain no direct or implied statement of a material fact which is untrue on the date of such consolidated financial statements and do not omit to state any material fact which is required by International Financial Reporting Standards or by Applicable Law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading; (p) such other documents as the Purchaser may reasonably require to complete the purchase and sale of the Purchased Shares; (q) the Shareholder Guarantee; (r) the Shareholders' AgreementAssumed Liabilities; and (s14) Such other instruments of transfer or assignment, in forms reasonably satisfactory to Buyer, as may be necessary in order to vest Buyer with good and marketable title to the Escrow AgreementAssets.

Closing Documentation. The Purchaser shall have received from At the Vendor and, where applicable, the Company and/or RPI, the following closing documentation:Closing, (a) a certificate of incumbency of the Vendor showing Shareholders will deliver to the authorized signatories of the Vendor and their signatures;Purchaser: (bi) a certified copy of certificates evidencing the appropriate register of members of RPI showing the Company as the registered owner of the RPI Shares; (c) share certificate(s) representing the Purchased Shares issued in the name of the Vendor, duly which shall be properly endorsed for transfer to the PurchaserPurchaser or accompanied by duly executed stock powers, in either case executed in favor of the Purchaser or its nominee as the Purchaser may direct prior to the Closing, and otherwise in a form acceptable for transfer on the books of the Company, with all necessary and appropriate stock transfer tax stamps affixed thereto; (dii) a certified copy of resolutions of the directors of the Company authorizing the transfer of the Purchased Shares to the Purchaser, the registration of the Purchased Shares in the name of the Purchaser, the issue of share certificates representing the Purchased Shares registered in the name of the Purchaser and effecting the necessary changes in the directors and officers of the Companyexecuted certificate required by Section 8.1(c); (eiii) a certified copy of resolutions of the holder of the shares of the Company authorizing the transactions contemplated executed consents and approvals required by this Agreement Sections 8.2 and the transfer of the Purchased Shares to the Purchaser8.3; (fiv) share the executed certificates for the Purchased Shares registered in the name of the Purchaser, signed required by the appropriate director(s) and/or officer(s) of the Company or by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus as appropriate under the laws of CyprusSection 8.4; (gv) a certified copy the opinion of certificate of shareholders showing counsel to the Purchaser as the registered owner of the Purchased Shares, issued Shareholders required by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of CyprusSection 8.10; (hvi) duly the signed resignations of each of the directors and officers of the Company designated required by the PurchaserSection 8.11; (ivii) all other necessary consents, waivers, including consents to change of control or waivers of pre-emptive rights, and authorizations the executed Escrow Agreement required to enable the transfer of the Purchased Shares to the Purchaser pursuant to this Agreementby Section 8.12; (jviii) all such instruments of transfer, duly executed, that in the opinion of the Purchaser, acting reasonably, are necessary to effect and evidence the transfer of the Purchased Shares to the Purchaser free and clear of all Encumbrances; (k) the corporate minutes books and all other Books and Records of both the Company and RPI, accurate and current in all material respects; (l) the corporate seal of both the Company and RPI, if any; (m) the certificate of the Vendor referred to in Section 12.1; (n) written resignations of all directors and officers seals of the Company and RPI as determined by the Purchaser, together with an executed general mutual release from each of them in form and substance satisfactory to the Purchaser, acting reasonably;Subsidiaries; and (o) if the Audited Financial Statements are available, a certificate executed by the Vendor certifying that the Audited Financial Statements were prepared in accordance with International Financial Reporting Standards and are substantially correct in every particular and present fairly and accurately the assets, liabilities and financial condition and position of the Company and RPI on a consolidated basis as at the date thereof and such consolidated financial statements contain no direct or implied statement of a material fact which is untrue on the date of such consolidated financial statements and do not omit to state any material fact which is required by International Financial Reporting Standards or by Applicable Law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading; (pix) such other documents as are required by Article 8 hereof or as the Purchaser may reasonably require request. (b) the Purchaser will deliver to complete the purchase and sale Shareholders: (i) the sum of $22,500,000, representing ninety percent (90%) of the Purchased SharesPurchase Price, by wire transfer of same day funds credited to the account(s) set forth in Schedule 2.4 annexed hereto; (qii) the Shareholder Guaranteeexecuted certificate required by Section 9.1(c); (riii) the Shareholders' Agreementexecuted consents and approvals required by Section 9.2; (iv) the executed certificates required by Section 9.3; (v) the opinion of counsel to the Purchaser required by Section 9.5; (vi) the executed Escrow Agreement required by Section 9.6; and (svii) such other documents as are required by Article 9 hereof or as the Escrow AgreementShareholders may reasonably request. (c) The Shareholders shall pay any stock transfer and other taxes required to be paid in connection with the sale, transfer and delivery to the Purchaser of any or all of the Shares.