Common use of Post-Closing Deliverables Clause in Contracts

Post-Closing Deliverables. The Borrower shall: (i) deliver or cause to be delivered to the Agent: (A) promptly and within 10 days of the date of this Agreement, any Obligor incorporated in the British Virgin Islands shall: (a) enter details of any Lien created by a Loan Document and/or enter details of any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Document pursuant to and in accordance with sections 163 and 164 of the BVI Business Companies Act, 2004 (as amended) (as applicable); and (b) update its private register of charges with the details of any Lien created by a Loan Document and/or any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Agreement pursuant to and in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended); (B) promptly (and in any event within five Banking Days) following the date of this Agreement Hudbay shall forthwith cause the necessary filings to be made in the applicable recording offices in the Province of Manitoba to evidence the registration of: (a) Assignments for Collateral Purposes in the Manitoba Crown Lands Agency charging certain of Hudbay's miscellaneous leases and general permits of Crown lands, (b) transfers of the mortgages, personal property security notices and assignment of caveat in the applicable Manitoba Land Titles Offices resulting in Status of Title evidencing the transfer or assignment of such Security in the Owned Real Properties to the Agent; (c) notice of change of registrant in the Mines Branch of Manitoba recording the change of the filings in the Mines Branch in Manitoba in the name Agent; and promptly (and in any event within five Banking Days) following the foregoing registrations being completed, a legal opinion of Manitoba counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonable and pertaining to the registration of the transfer or assignment of the Security to the Agent in all applicable recording offices in the Province of Manitoba; and (C) promptly (and in any event within five Banking Days) following the date of this Agreement Hudbay shall forthwith cause the necessary filings to be made in the applicable offices in the Province of Saskatchewan to evidence the registration or filing (as applicable) of: (a) Assignments of Leases as Collateral Security with Saskatchewan Ministry of Environment charging Hudbay's Saskatchewan Crown leases, (b) assignments of the mortgages and personal property security notices in the Saskatchewan Land Registry resulting in Certificates of Title/Interest Registers evidencing the assignment of such Security in the Owned Real Properties and Leased Real Properties to the Agent; (c) assignments of the security notices with respect to the Saskatchewan mineral dispositions filed with the Saskatchewan Ministry of Energy and Resources - Mineral Tenure evidencing and providing notice of the assignment of such Security to the Agent; (d) the assignment and assumption agreement in respect of the mortgage of certain leasehold interests of Hudbay with the Town of Creighton, Saskatchewan to the Agent; and promptly (and in any event within five Banking Days) following confirmation of the foregoing registrations or filings being completed, a legal opinion of Saskatchewan counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonably and pertaining to the registration or filing, as applicable, of the assignment of the Security to the Agent in all recording and other applicable offices in the Province of Saskatchewan; and (ii) comply with Section 5.1 of the Insurance Assignment.

Appears in 1 contract

Sources: Credit Agreement (Hudbay Minerals Inc.)

Post-Closing Deliverables. The Borrower shall: (i) deliver or cause to be delivered to the Agent: (A) promptly and within 10 days of the date of this Agreement, any Obligor incorporated in the British Virgin Islands shall: (a) enter details of any Lien created by a Loan Document and/or enter details of any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Document pursuant to and in accordance with sections 163 and 164 of the BVI Business Companies Act, 2004 (as amended) (as applicable); and (b) update its private register of charges with the details of any Lien created by a Loan Document and/or any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Agreement pursuant to and in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended); (B) promptly (and in any event within five Banking Business Days) following the date of this Agreement Hudbay shall forthwith cause the necessary filings to be made in the applicable recording offices in the Province of Manitoba to evidence the registration of: (a) Assignments for Collateral Purposes in the Manitoba Crown Lands Agency charging certain of Hudbay's miscellaneous leases and general permits of Crown lands, (b) transfers of the mortgages, personal property security notices and assignment of caveat in the applicable Manitoba Land Titles Offices resulting in Status of Title evidencing the transfer or assignment of such Security in the Owned Real Properties to the Agent; (c) notice of change of registrant in the Mines Branch of Manitoba recording the change of the filings in the Mines Branch in Manitoba in the name Agent; and promptly (and in any event within five Banking Business Days) following the foregoing registrations being completed, a legal opinion of Manitoba counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonable and pertaining to the registration of the transfer or assignment of the Security to the Agent in all applicable recording offices in the Province of Manitoba; and (C) promptly (and in any event within five Banking Business Days) following the date of this Agreement Hudbay shall forthwith cause the necessary filings to be made in the applicable offices in the Province of Saskatchewan to evidence the registration or filing (as applicable) of: (a) Assignments of Leases as Collateral Security with Saskatchewan Ministry of Environment charging Hudbay's Saskatchewan Crown leases, (b) assignments of the mortgages and personal property security notices in the Saskatchewan Land Registry resulting in Certificates of Title/Interest Registers evidencing the assignment of such Security in the Owned Real Properties and Leased Real Properties to the Agent; (c) assignments of the security notices with respect to the Saskatchewan mineral dispositions filed with the Saskatchewan Ministry of Energy and Resources - Mineral Tenure evidencing and providing notice of the assignment of such Security to the Agent; (d) the assignment and assumption agreement in respect of the mortgage of certain leasehold interests of Hudbay with the Town of Creighton, Saskatchewan to the Agent; and promptly (and in any event within five Banking Business Days) following confirmation of the foregoing registrations or filings being completed, a legal opinion of Saskatchewan counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonably and pertaining to the registration or filing, as applicable, of the assignment of the Security to the Agent in all recording and other applicable offices in the Province of Saskatchewan; and (ii) comply with Section 5.1 of the Insurance Assignment.

Appears in 1 contract

Sources: Credit Facility Agreement (Hudbay Minerals Inc.)

Post-Closing Deliverables. The Borrower shall: (i) deliver or cause to be delivered to the Agent: (A) promptly and within 10 days of the date of this Agreement, any Obligor incorporated in the British Virgin Islands shall: (a) enter details of any Lien created by a Loan Document and/or enter details of any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Document pursuant to and in accordance with sections 163 and 164 of the BVI Business Companies Act, 2004 (as amended) (as applicable); and (b) update its private register of charges with the details of any Lien created by a Loan Document and/or any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Agreement pursuant to and in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended); (B) promptly (and in any event within five Business Banking Days) following the date of this Agreement Hudbay the Borrower shall forthwith cause the necessary filings to be made in the applicable recording offices in the Province of Manitoba to evidence the registration of: (a) Assignments for Collateral Purposes in the Manitoba Crown Lands Agency charging certain of Hudbaythe Borrower's miscellaneous leases and general permits of Crown lands, (b) transfers of the mortgages, personal property security notices and assignment of caveat in the applicable Manitoba Land Titles Offices resulting in Status of Title evidencing the transfer or assignment of such Security in the Owned Real Properties to the Agent; (c) notice of change of registrant in the Mines Branch of Manitoba recording the change of the filings in the Mines Branch in Manitoba in the name Agent; and promptly (and in any event within five Business Banking Days) following the foregoing registrations being completed, a legal opinion of Manitoba counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonable and pertaining to the registration of the transfer or assignment of the Security to the Agent in all applicable recording offices in the Province of Manitoba; and (C) promptly (and in any event within five Business Banking Days) following the date of this Agreement Hudbay the Borrower shall forthwith cause the necessary filings to be made in the applicable offices in the Province of Saskatchewan to evidence the registration or filing (as applicable) of: (a) Assignments of Leases as Collateral Security with Saskatchewan Ministry of Environment charging Hudbaythe Borrower's Saskatchewan Crown leases, (b) assignments of the mortgages and personal property security notices in the Saskatchewan Land Registry resulting in Certificates of Title/Interest Registers evidencing the assignment of such Security in the Owned Real Properties and Leased Real Properties to the Agent; (c) assignments of the security notices with respect to the Saskatchewan mineral dispositions filed with the Saskatchewan Ministry of Energy and Resources - Mineral Tenure evidencing and providing notice of the assignment of such Security to the Agent; (d) the assignment and assumption agreement in respect of the mortgage of certain leasehold interests of Hudbay with the Town of Creighton, Saskatchewan to the Agent; and promptly (and in any event within five Business Banking Days) following confirmation of the foregoing registrations or filings being completed, a legal opinion of Saskatchewan counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonably and pertaining to the registration or filing, as applicable, of the assignment of the Security to the Agent in all recording and other applicable offices in the Province of Saskatchewan; and (ii) comply with Section 5.1 of the Insurance Assignment.

Appears in 1 contract

Sources: Amending Agreement (Hudbay Minerals Inc.)

Post-Closing Deliverables. The Borrower shall: (i) deliver or cause to be delivered to the Agent: (A) promptly and within 10 days of the date of this Agreement, any Obligor incorporated in the British Virgin Islands shall: (a) enter details of any Lien created by a Loan Document and/or enter details of any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Document pursuant to and in accordance with sections 163 and 164 of the BVI Business Companies Act, 2004 (as amended) (as applicable); and (b) update its private register of charges with the details of any Lien created by a Loan Document and/or any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Agreement Document pursuant to and in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended); (B) promptly (and in any event within five Banking Days) following the date of this Agreement Hudbay the Borrower shall forthwith cause the necessary filings to be made in the applicable recording offices in the Province of Manitoba to evidence the registration of: (a) Assignments for Collateral Purposes in the Manitoba Crown Lands Agency charging certain of Hudbaythe Borrower's miscellaneous leases and general permits of Crown lands, (b) transfers of the mortgages, personal property security notices and assignment of caveat in the applicable Manitoba Land Titles Offices resulting in Status of Title evidencing the transfer or assignment of such Security in the Owned Real Properties to the Agent; (c) notice of change of registrant in the Mines Branch of Manitoba recording the change of the filings in the Mines Branch in Manitoba in the name Agent; and promptly (and in any event within five Banking Days) following the foregoing registrations being completed, a legal opinion of Manitoba counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonable and pertaining to the registration of the transfer or assignment of the Security to the Agent in all applicable recording offices in the Province of Manitoba; and (C) promptly (and in any event within five Banking Days) following the date of this Agreement Hudbay the Borrower shall forthwith cause the necessary filings to be made in the applicable offices in the Province of Saskatchewan to evidence the registration or filing (as applicable) of: (a) Assignments of Leases as Collateral Security with Saskatchewan Ministry of Environment charging Hudbaythe Borrower's Saskatchewan Crown leases, (b) assignments of the mortgages and personal property security notices in the Saskatchewan Land Registry resulting in Certificates of Title/Interest Registers evidencing the assignment of such Security in the Owned Real Properties and Leased Real Properties to the Agent; (c) assignments of the security notices with respect to the Saskatchewan mineral dispositions filed with the Saskatchewan Ministry of Energy and Resources - Mineral Tenure evidencing and providing notice of the assignment of such Security to the Agent; (d) the assignment and assumption agreement in respect of the mortgage of certain leasehold interests of Hudbay Hudbaythe Borrower with the Town of Creighton, Saskatchewan to the Agent; and promptly (and in any event within five Banking Days) following confirmation of the foregoing registrations or filings being completed, a legal opinion of Saskatchewan counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonably and pertaining to the registration or filing, as applicable, of the assignment of the Security to the Agent in all recording and other applicable offices in the Province of Saskatchewan; and (ii) comply with Section 5.1 of the Insurance Assignment.

Appears in 1 contract

Sources: Credit Agreement (Hudbay Minerals Inc.)

Post-Closing Deliverables. The Borrower shall: (i) deliver or cause to be delivered to the Agent: (A) promptly and within 10 days of the date of this Agreement, any Obligor incorporated in the British Virgin Islands shall: (a) enter details of any Lien created by a Loan Document and/or enter details of any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Document pursuant to and in accordance with sections 163 and 164 of the BVI Business Companies Act, 2004 (as amended) (as applicable); and (b) update its private register of charges with the details of any Lien created by a Loan Document and/or any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Agreement pursuant to and in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended); (B) promptly (and in any event within five Business Banking Days) following the date of this Agreement Hudbay shall forthwith cause the necessary filings to be made in the applicable recording offices in the Province of Manitoba to evidence the registration of: (a) Assignments for Collateral Purposes in the Manitoba Crown Lands Agency charging certain of Hudbay's miscellaneous leases and general permits of Crown lands, (b) transfers of the mortgages, personal property security notices and assignment of caveat in the applicable Manitoba Land Titles Offices resulting in Status of Title evidencing the transfer or assignment of such Security in the Owned Real Properties to the Agent; (c) notice of change of registrant in the Mines Branch of Manitoba recording the change of the filings in the Mines Branch in Manitoba in the name Agent; and promptly (and in any event within five Business Banking Days) following the foregoing registrations being completed, a legal opinion of Manitoba counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonable and pertaining to the registration of the transfer or assignment of the Security to the Agent in all applicable recording offices in the Province of Manitoba; and (C) promptly (and in any event within five Business Banking Days) following the date of this Agreement Hudbay shall forthwith cause the necessary filings to be made in the applicable offices in the Province of Saskatchewan to evidence the registration or filing (as applicable) of: (a) Assignments of Leases as Collateral Security with Saskatchewan Ministry of Environment charging Hudbay's Saskatchewan Crown leases, (b) assignments of the mortgages and personal property security notices in the Saskatchewan Land Registry resulting in Certificates of Title/Interest Registers evidencing the assignment of such Security in the Owned Real Properties and Leased Real Properties to the Agent; (c) assignments of the security notices with respect to the Saskatchewan mineral dispositions filed with the Saskatchewan Ministry of Energy and Resources - Mineral Tenure evidencing and providing notice of the assignment of such Security to the Agent; (d) the assignment and assumption agreement in respect of the mortgage of certain leasehold interests of Hudbay with the Town of Creighton, Saskatchewan to the Agent; and promptly (and in any event within five Business Banking Days) following confirmation of the foregoing registrations or filings being completed, a legal opinion of Saskatchewan counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonably and pertaining to the registration or filing, as applicable, of the assignment of the Security to the Agent in all recording and other applicable offices in the Province of Saskatchewan; and (ii) comply with Section 5.1 of the Insurance Assignment.

Appears in 1 contract

Sources: Amending Agreement (Hudbay Minerals Inc.)

Post-Closing Deliverables. The Borrower shall: Each Obligor shall deliver to the Administrative Agent or its counsel each of the following items (icollectively, the “Post-Closing Deliverables”) deliver on or cause prior to the dates set out below, all of such Post-Closing Deliverables to be delivered to the Agent: (A) promptly and within 10 days of the date of this Agreement, any Obligor incorporated in the British Virgin Islands shall: (a) enter details of any Lien created by a Loan Document and/or enter details of any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Document pursuant to and in accordance with sections 163 and 164 of the BVI Business Companies Act, 2004 (as amended) (as applicable); and (b) update its private register of charges with the details of any Lien created by a Loan Document and/or any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Agreement pursuant to and in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended); (B) promptly (and in any event within five Banking Days) following the date of this Agreement Hudbay shall forthwith cause the necessary filings to be made in the applicable recording offices in the Province of Manitoba to evidence the registration of: (a) Assignments for Collateral Purposes in the Manitoba Crown Lands Agency charging certain of Hudbay's miscellaneous leases and general permits of Crown lands, (b) transfers of the mortgages, personal property security notices and assignment of caveat in the applicable Manitoba Land Titles Offices resulting in Status of Title evidencing the transfer or assignment of such Security in the Owned Real Properties to the Agent; (c) notice of change of registrant in the Mines Branch of Manitoba recording the change of the filings in the Mines Branch in Manitoba in the name Agent; and promptly (and in any event within five Banking Days) following the foregoing registrations being completed, a legal opinion of Manitoba counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the LendersAdministrative Agent: 286042.00064/106711224.9 Credit Agreement - Equinox (i) [Redacted], acting reasonable and pertaining to the registration of the transfer or assignment evidence that each of the Security Documents set out at items 30, 34, 36, 38, 40, 42 and 43 of Part (B) of Schedule I (collectively, the “Brazilian Amendments”) were registered with the relevant registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentos e cartórios de registro de imóveis); (ii) [Redacted], a duly registered counterpart of each Brazilian Amendment with the relevant registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentos e cartórios de registro de imóveis); (iii) [Redacted], evidence that the Security Document set out at item 43 of Part (B) of Schedule I (the “First Amendment to the Agent in all applicable recording offices Mining Concessions Pledge Agreement”) was duly filed for annotation before the National Mining Agency (Agencia Nacional de Mineracão) (the “ANM”); (iv) [Redacted], a duly registered counterpart of the First Amendment to the Mining Concessions Pledge Agreement before ANM, provided that in the Province of Manitoba; and event the Pledgors (C) promptly (and in any event within five Banking Days) following the date of this Agreement Hudbay shall forthwith cause the necessary filings to be made as defined in the applicable offices First Amendment to the Mining Concessions Pledge Agreement) are not able to comply with the aforementioned term for registration with the ANM (not including any of the terms for filing referred to in Section 11.1(w)(i)), the Province Administrative Agent shall grant successive extensions of Saskatchewan to evidence the registration or filing such term for three (as applicable3) ofadditional months, provided that: (a) Assignments of Leases as Collateral Security with Saskatchewan Ministry of Environment charging Hudbay's Saskatchewan Crown leases, (b) assignments of the mortgages and personal property security notices in the Saskatchewan Land Registry resulting in Certificates of Title/Interest Registers evidencing the assignment of such Security in the Owned Real Properties and Leased Real Properties to the Agent; (c) assignments of the security notices with respect to the Saskatchewan mineral dispositions filed with the Saskatchewan Ministry of Energy and Resources - Mineral Tenure evidencing and providing notice of the assignment of such Security to the Agent; (di) the assignment and assumption agreement Pledgors confirm in respect of the mortgage of certain leasehold interests of Hudbay with the Town of Creighton, Saskatchewan to the Agent; and promptly (and in any event within five Banking Days) following confirmation of the foregoing registrations or filings being completed, a legal opinion of Saskatchewan counsel to the Borrower, addressed to the Agent and the Lenderswriting, in form and substance reasonably satisfactory to the LendersAdministrative Agent, acting reasonably and pertaining the existence of a first rank priority lien in favour of the Finance Parties over the Pledged Mineral Rights (as defined in the First Amendment to the registration or filingMining Concessions Pledge Agreement), subject only to the pending ANM’s registration, and (ii) that the Pledgors (as applicabledefined in the First Amendment to the Mining Concessions Pledge Agreement) will use their commercially reasonable efforts to follow up regularly with the ANM regarding such registration; (v) [Redacted], provide evidence that (a) the banks where the bank accounts listed in Schedule B to the Security Document set out at item 40 of Part (B) of Schedule I (the “First Amendment to the Credit Rights and Accounts Pledge Agreement”) are held and (b) the other counterparties of the assignment agreements listed in Schedule B to the First Amendment to the Credit Rights and Accounts Pledge Agreement have been duly notified of the Pledge (as defined in the First Amendment to the Credit Rights and Accounts Pledge Agreement) over the New Pledged Credit Rights (as defined in the First Amendment to the Credit Rights and Accounts Pledge Agreement) and have been given instructions to follow any request from the Administrative Agent as to where payments shall be made as they fall due and/or after the Enforcement Date, substantially in accordance with the terms of the notice form referred to in the First Amendment to the Credit Rights and Accounts Pledge Agreement. The obligation to send such notices shall be considered fulfilled by the Pledgor (as defined under the First Amendment to the Credit Rights and Accounts Pledge Agreement) once such notices are delivered by registered mail with acknowledgement of receipt (aviso de recebimento – AR) or are hand delivered with evidence of signature of recipient confirming receipt thereof (protocolo de recebimento) or in any other manner acceptable to the Administrative Agent; 286042.00064/106711224.9 Credit Agreement - Equinox (vi) [Redacted], evidence that each of the Security Documents set out at items 31-33, 35, 37, 39, 41 and 44 of Part (B) of Schedule I (collectively, the “New Brazilian Security Agreements”) were filed for registration with the relevant registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentos e cartórios de registro de imóveis); (vii) [Redacted], evidence that such New Brazilian Security Agreements were registered with the relevant registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentos e cartórios de registro de imóveis); (viii) [Redacted], a duly registered counterpart of each New Brazilian Security Agreement with the relevant registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentos e cartórios de registro de imóveis); (ix) [Redacted], evidence that the Security Document set out at item 44 of Part (B) of Schedule I (the “New Mining Concessions Pledge Agreement”) and its corresponding Release Letter (as defined in Section 11.1(w)(xiv)) were duly filed for annotation before the ANM; (x) [Redacted], a duly registered counterpart of the New Mining Concessions Pledge Agreement and its corresponding Release Letter (as defined in Section 11.1(w)(xiv)) before the ANM, provided that in the event the Pledgors (as defined in the New Mining Concessions Pledge Agreement) are not able to comply with the aforementioned term for registration with the ANM (not including any of the terms for filing referred to in Section 11.1(w)(i)), the Administrative Agent shall grant successive extensions of such term for three (3) additional months, provided that: (i) the Pledgors (as defined in the New Mining Concessions Pledge Agreement) confirm in writing, in form and substance reasonably satisfactory to the Agent Administrative Agent, the existing of a first rank priority lien in all recording and other applicable offices favour of the Finance Parties over the Pledged Mineral Rights (as defined in the Province of Saskatchewan; and New Mining Concessions Pledge Agreement), subject only to the pending ANM registration, and (ii) comply that the Pledgors (as defined in the New Mining Concessions Pledge Agreement) will use their commercially reasonable efforts to follow up regularly with Section 5.1 of the Insurance Assignment.ANM regarding such registration;

Appears in 1 contract

Sources: Credit Agreement (Equinox Gold Corp.)

Post-Closing Deliverables. The Borrower shall: (i) deliver or cause to be delivered to the Agent: (A) promptly and within 10 days of the date of this Agreement, any Obligor incorporated in the British Virgin Islands shall: (a) enter details of any Lien created by a Loan Document and/or enter details of any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Document pursuant to and in accordance with sections 163 and 164 of the BVI Business Companies Act, 2004 (as amended) (as applicable); and (b) update its private register of charges with the details of any Lien created by a Loan Document and/or any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Agreement pursuant to and in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended); (B) promptly (and in any event within five Banking Business Days) following the date of this Agreement Hudbay the Borrower shall forthwith cause the necessary filings to be made in the applicable recording offices in the Province of Manitoba to evidence the registration of: (a) Assignments for Collateral Purposes in the Manitoba Crown Lands Agency charging certain of Hudbaythe Borrower's miscellaneous leases and general permits of Crown lands, (b) transfers of the mortgages, personal property security notices and assignment of caveat in the applicable Manitoba Land Titles Offices resulting in Status of Title evidencing the transfer or assignment of such Security in the Owned Real Properties to the Agent; (c) notice of change of registrant in the Mines Branch of Manitoba recording the change of the filings in the Mines Branch in Manitoba in the name Agent; and promptly (and in any event within five Banking Business Days) following the foregoing registrations being completed, a legal opinion of Manitoba counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonable and pertaining to the registration of the transfer or assignment of the Security to the Agent in all applicable recording offices in the Province of Manitoba; and (C) promptly (and in any event within five Banking Business Days) following the date of this Agreement Hudbay the Borrower shall forthwith cause the necessary filings to be made in the applicable offices in the Province of Saskatchewan to evidence the registration or filing (as applicable) of: (a) Assignments of Leases as Collateral Security with Saskatchewan Ministry of Environment charging Hudbaythe Borrower's Saskatchewan Crown leases, (b) assignments of the mortgages and personal property security notices in the Saskatchewan Land Registry resulting in Certificates of Title/Interest Registers evidencing the assignment of such Security in the Owned Real Properties and Leased Real Properties to the Agent; (c) assignments of the security notices with respect to the Saskatchewan mineral dispositions filed with the Saskatchewan Ministry of Energy and Resources - Mineral Tenure evidencing and providing notice of the assignment of such Security to the Agent; (d) the assignment and assumption agreement in respect of the mortgage of certain leasehold interests of Hudbay with the Town of Creighton, Saskatchewan to the Agent; and promptly (and in any event within five Banking Business Days) following confirmation of the foregoing registrations or filings being completed, a legal opinion of Saskatchewan counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonably and pertaining to the registration or filing, as applicable, of the assignment of the Security to the Agent in all recording and other applicable offices in the Province of Saskatchewan; and (ii) comply with Section 5.1 of the Insurance Assignment.

Appears in 1 contract

Sources: Credit Facility Agreement (Hudbay Minerals Inc.)

Post-Closing Deliverables. The Borrower shall(a) Within such periods after the Closing or the Second Closing as specified below, each Party shall undertake the following action items (“Post-Closing Actions”) in the manner set out below: (i) deliver or cause to be delivered to The Company shall, within the Agent: statutorily prescribed timelines following the Closing, file the prescribed (A) promptly e-form MGT-14 (Filing of resolutions and within 10 days of agreements to the date of this Agreement, any Obligor incorporated Registrar under Section 117) in relation to the British Virgin Islands shall: (a) enter details of any Lien created by a Loan Document and/or enter details of any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Document pursuant to and in accordance with sections 163 and 164 of the BVI Business Companies Act, 2004 (as amended) (as applicable)Restated Articles; and (b) update its private register e-form DIR 12 (Particulars of charges appointment of directors and the key managerial personnel and the changes among them), with respect to the appointment of the Buyer Directors and resignation of the Resigning Directors, each, with the details jurisdictional Registrar of any Lien created by a Loan Document and/or any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Agreement pursuant to and in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended)Companies; (Bii) promptly (and in any event Amtran shall, within five Banking Days) the statutorily prescribed timelines following the date Closing, file the prescribed e-form DIR 12 (Particulars of this Agreement Hudbay shall forthwith cause appointment of directors and the necessary filings key managerial personnel and the changes among them), with respect to be made in the applicable recording offices in the Province of Manitoba to evidence the registration of: (a) Assignments for Collateral Purposes in the Manitoba Crown Lands Agency charging certain of Hudbay's miscellaneous leases and general permits of Crown lands, (b) transfers appointment of the mortgages, personal property security notices Buyer Directors and assignment of caveat in the applicable Manitoba Land Titles Offices resulting in Status of Title evidencing the transfer or assignment of such Security in the Owned Real Properties to the Agent; (c) notice of change of registrant in the Mines Branch of Manitoba recording the change resignation of the filings in Resigning Directors, with the Mines Branch in Manitoba in the name Agent; and promptly (and in any event within five Banking Days) following the foregoing registrations being completed, a legal opinion jurisdictional Registrar of Manitoba counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonable and pertaining to the registration of the transfer or assignment of the Security to the Agent in all applicable recording offices in the Province of ManitobaCompanies; and (Ciii) promptly Each Seller who has residency status at Second Closing for the purposes of FDI Laws as described in sub-section (and in any event i) Section 3.2(g) shall, within five Banking Daysfifteen (15) days following the date Closing, file Form FC-TRS with the Reserve Bank of this Agreement Hudbay India, in accordance with the Foreign Exchange Management (Non-Debt Investment) Rules, 2022 and regulations framed thereunder, reporting the sale and transfer of Securities to Buyer; (iv) Each Continuing Selling Party who has residency status at Second Closing for the purposes of FDI Laws as described in sub-section (i) of Section 3.2(g) shall, within fifteen (15) days following the Second Closing, file Form FC-TRS with the Reserve Bank of India, in accordance with the Foreign Exchange Management (Non-Debt Investment) Rules, 2022 and regulations framed thereunder, reporting the sale and transfer of Securities to Buyer or its Affiliate; (v) Each Seller and each Continuing Selling Party who has residency status at Second Closing for the purposes of FDI Laws as described in sub-section (i) of Section 3.2(g) shall forthwith cause deliver to the necessary filings to be made in the applicable offices in the Province of Saskatchewan to evidence the registration or filing (as applicable) of: (a) Assignments of Leases as Collateral Security with Saskatchewan Ministry of Environment charging Hudbay's Saskatchewan Crown leasesBuyer, (b) assignments copies of the mortgages and personal property security notices in approval received from the Saskatchewan Land Registry resulting in Certificates Reserve Bank of Title/Interest Registers evidencing the assignment of such Security in the Owned Real Properties and Leased Real Properties to the Agent; (c) assignments of the security notices India with respect to the Saskatchewan mineral dispositions Form FC-TRS filed by such Seller or Continuing Selling Party, immediately upon receipt of such approval. (vi) The Selling Parties shall, within thirty (30) days following the Closing, deliver to the Buyer a valuation report, in a form acceptable to the Buyer, determining the fair market value of Capital Stock of Amtran prepared and issued by qualified persons in accordance with the Saskatchewan Ministry of Energy and Resources - Mineral Tenure evidencing and providing notice Section 9 of the assignment Income-tax Act, 1961 read with Rule 11UB of such Security to the Agent; Income-tax Rules, 1962. (db) The Selling Parties shall ensure, within 30 (thirty) calendar days from the Closing Date, that: (i) the assignment Company and assumption agreement Amtran intimate the Gujarat Pollution Control Board regarding change in respect ownership of the mortgage of certain leasehold interests of Hudbay with Company and Amtran, respectively, at Closing; (ii) the Town of Creighton, Saskatchewan to Company intimates HDFC Bank Limited about the Agent; change in capital structure and promptly (and in any event within five Banking Days) following confirmation ownership of the foregoing registrations or filings being completed, Company at Closing; (iii) the Company issues a legal opinion of Saskatchewan counsel written intimation to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonably and pertaining to the registration or filing, as applicable, ABB India Limited informing them of the assignment of the Security to the Agent in all recording and other applicable offices in the Province of Saskatchewanproposed transaction at Closing; and (iiiv) comply with Section 5.1 the Company and Amtran appropriately notify the relevant authorities in relation to the change in the constitution as required under the import-export code registration certificate of the Insurance AssignmentCompany and Amtran respectively.

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Sources: Securities Purchase Agreement (Standex International Corp/De/)