Vendor’s Closing Deliveries Sample Clauses
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Vendor’s Closing Deliveries. At the Closing, the Vendor shall deliver or cause to be delivered to the Purchaser the following:
(a) the certificates issued in the name of the Purchaser, or as it directs, representing the Shares to be issued to the Purchaser;
(b) certificates of good standing (or equivalent) for each of the Sunward Companies dated not more than four (4) Business Days prior to the Closing Date;
(c) certified copies of the resolutions duly adopted by the board of directors of the Vendor dated as of the Closing Date approving and authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby;
(d) resignations of all individuals who are immediately before the Closing Time directors or officers of the Sunward Companies, and duly executed releases, in a form satisfactory to the Purchaser, acting reasonably, from each such individual of all their claims against the Sunward Companies;
(e) certified copies of the resolutions duly adopted by the board of directors of the Corporation as of the Closing Date, approving and authorizing the transactions contemplated in this Agreement, including, without limitation:
(i) the transfer of the Shares from the Vendor to the Purchaser; and
(ii) letters (in the agreed form) informing the British Virgin Islands registered agents of each of the Corporation and Sunward Resources Limited of the transfer of the Shares and that certain Representatives of the Purchaser, to be designated in writing by the Purchaser prior to the Closing Date, will be their new contacts and instructing clients of record;
(f) such documents as are necessary to transfer all signing authority in respect of each of the Sunward Companies from the Vendor to the Purchaser and its nominees;
(g) a duly executed copy of the Vendor Disclosure Statement;
(h) a duly executed copy of the share transfer form or other valid instrument of transfer in respect of the transfer of the Shares pursuant to this Agreement;
(i) a certified copy of the updated register of members of the Corporation evidencing the transfer of the Shares to the Purchaser;
(j) if applicable, evidence in form satisfactory to the Purchaser, acting reasonably, that all Regulatory Approvals, Consents, Orders and authorizations required to be obtained by the Vendor or the Sunward Companies for the Closing set forth in Schedule 3.1(6) of the Vendor Disclosure Statement have been obtained;
(k) a certificate, dated the Closing Date, and signed on behalf of the Ven...
Vendor’s Closing Deliveries. At Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all certificates, agreements, documents and instruments as required under Section 4.1(1)(h).
Vendor’s Closing Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the following:
(1) all of the Purchased Assets, provided that delivery shall occur in situ at the Bloom Lake Mine and the ▇▇▇▇▇▇ Mine;
(2) a true copy of the Approval and Vesting Order;
(3) the ▇▇▇▇▇ ▇▇▇▇ of Sale, duly executed by Bloom Lake LP;
(4) the Wabush ▇▇▇▇ of Sale, duly executed by Wabush Iron and Wabush Resources;
(5) a bring-down certificate executed by a senior officer of each of the Vendors dated as of the Closing Date, in form and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) all of the representations and warranties of such Vendor hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a date specified therein, as of such date, and (ii) all of the terms and conditions set out in this Agreement to be complied with or performed by such Vendor at or prior to Closing have been complied with or performed by such Vendor in all material respects; and
(6) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Vendor’s Closing Deliveries. At the Closing, the Vendor shall deliver or cause to be delivered to the Purchaser the following documents:
(a) a general conveyance/▇▇▇▇ of sale of the Assets; and
(b) all deeds of conveyance, bills of sale, assurances, transfers, assignments, consents, and such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement.
Vendor’s Closing Deliveries. At the Closing Time, the Vendors shall deliver or cause to be delivered to the Purchaser the following:
(a) the certificate of registration of the Purchaser in the register of shareholders of Schelfhout as owner of the Shares;
(b) a certified copy of a resolution of the board of directors of Schelfhout authorizing the transfer of the Shares from the Vendors to the Purchaser;
(c) a certificate executed by each of the Vendors certifying that the representations, warranties and covenants in Section 5.1 are true and correct as at the Closing;
(d) a release of all claims against Schelfhout in favour of the Purchaser and Schelfhout in the form attached hereto as Schedule 3.2(e), duly executed by each of the Vendors; and
(e) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement.
Vendor’s Closing Deliveries. The Vendor agrees to deliver to the Purchaser on or before the Closing Date: wire transfer particulars for the Vendor's lawyers' trust account and a direction re: funds permitting payment of the balance of the Purchase Price thereto; the statutory declaration about its residency contemplated in Section 33 of this Agreement; all keys, combination to locks and security passes for the Property; and
Vendor’s Closing Deliveries. At the Closing, GCL shall, or shall cause the Vendor (if not GCL) to, deliver or cause to be delivered to the Purchaser the following documents:
(a) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation with respect to the Company;
(b) a certificate of the President or other senior officer of each of the Vendor and GCL (if not the Vendor) certifying:
(i) the corporate status of the Vendor and GCL (if not the Vendor) and the Company;
(ii) all required resolutions of the board of the Vendor and GCL (if not the Vendor) authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor and GCL (if not the Vendor);
(iii) all required resolutions of the board of the Company authorizing the transfer of the Purchased Shares to the Purchaser as contemplated by this Agreement; and
(iv) the incumbency and signatures of the officers of GCL executing this Agreement and any other document relating to the transactions contemplated by this Agreement;
(c) the certificate or certificates representing the Purchased Shares, together with transfer powers of attorney duly executed by the Vendor;
(d) resignations and mutual releases of the directors and officers of the Company;
(e) the minute books, share certificate books and corporate seal (if any) of the Company;
(f) evidence of the completion of the Pre-Closing Reorganization;
(g) the Transition Services Agreement duly executed by GCL; and
(h) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Purchaser, acting reasonably.
Vendor’s Closing Deliveries. On or before the Closing Date, the Vendor shall deliver or cause to be delivered to the Purchaser the following:
(a) Statement of Adjustments, to be provided to the Purchaser no later than five (5) business days before the Closing Date;
(b) Transfer of titles to the Purchased Lands in registerable form in favour of the Purchaser subject only to those encumbrances as set out in paragraph 5(a)(iii);
(c) A certificate of the Vendor or an officer of the Vendor confirming that the representations and warranties contained in the section entitled Vendor’s Representations, Warranties and Covenants are true and correct as at the Closing Date with the same force and effect as if each of such representations and warranties were made at and as of the Closing Date;
(d) A certified copy of a resolution of the director(s) of the Vendor authorizing and approving the transaction contemplated herein; and
(e) A mutual undertaking to readjust for any items not determinable on the Closing Date as contemplated by the adjustment provisions contained herein. All documentation shall be in form and substance acceptable to the Purchaser and the Vendor, each acting reasonably and in good faith.
Vendor’s Closing Deliveries. At Closing, Vendor shall deliver or cause to be delivered to Purchaser the following:
(1) those items required to be delivered under Section 4.1(1);
(2) original share registers, share transfer ledgers, minute books and corporate seals (if any) of the Target Corporations;
(3) an original partnership record book for the partnership containing original unit registers, unit transfer ledgers, and the Limited Partnership Agreement;
(4) in respect of each Target Entity:
(a) share certificate(s) or unit certificates representing all of the issued and outstanding shares or units of the Target Entity registered in the names of one or more of the Target Entities or the Vendor, as applicable;
(b) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation or governing its corporate existence;
(c) a certificate of a senior officer certifying the corporate status, partnership status and Constating Documents of the Target Entity;
(d) written resignations of those directors and officers of the Target Entity specified by Purchaser, in each case with effect from the Effective Time, together with mutual releases, substantially in the form customary for a Transaction of this nature; and
(e) a true, accurate and complete list of the accounts and safety deposit boxes of the Target Entities and of Persons holding general or special powers of attorney from the Target Entities and which sets out:
(i) the name of each bank, trust company or similar institution in which each Target Entity has accounts or safety deposit boxes, the number or designation of each such account and safety deposit box and the names of all Persons authorized to draw thereon or to have access thereto; and
(ii) the name of each Person holding a general or special power of attorney from a Target Entity and a summary of the terms thereof;
(5) in respect of Vendor:
(a) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation or governing its corporate existence;
(b) a certificate of a senior officer certifying:
(i) the resolutions of the board of directors and/or (if required by Applicable Law) shareholders of Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by Vendor; and
(ii) the incumbency and signatures of the officers of Vendor executing this Agreement and any other document relat...
Vendor’s Closing Deliveries. At the Closing, the Vendor will deliver, or cause to be delivered, to the Purchaser the following and such other documents as the Purchaser may reasonably require to complete the purchase and sale of the Purchased Shares and the other transactions contemplated hereby: