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.
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Vendor’s Closing Deliveries. At the Closing, GCL shall, or shall cause the Vendor (if not GCL) to, shall deliver or cause to be delivered to the Purchaser the following documentsdocuments or things:
(a) a certificate of status or its equivalent under the laws an executed share transfer in respect of the jurisdiction Shares, together with such other deeds of its incorporation with respect assignment or transfer as may be reasonably required by the Purchaser to complete the Companytransactions provided for in this Agreement, duly executed by the Vendor;
(b) an executed share transfer in respect of the Common Share held by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Nominee Share”), together with such other deeds of assignment or transfer as may be reasonably required by the Purchaser to complete the transfer of the Nominee Share, duly executed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(c) the certificates representing the Shares and the Nominee Share duly endorsed in favour of (or as directed by) the Purchaser;
(d) the original minute books and share register of the Corporation and any other original statutory books and records of the Corporation in the Vendor’s possession (with the share register updated to reflect the Purchaser (and/or its nominee) as the registered holder of the Shares);
(e) a bring-down certificate of the President or other a senior officer of each the Vendor dated as of the Vendor and GCL (if not the Vendor) certifying:
Closing Date certifying that (i) the corporate status representations and warranties of the Vendor in Section 3.1 are true and GCL correct in all material respects at the Closing (other than those that are qualified as to materiality, which shall be true and correct in all respects at the Closing after giving effect to such qualification) with the same force and effect as if not such representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall be true and correct as of that date); and (ii) the Vendor) Vendor has performed and complied with all of the Companyterms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time;
(f) certified copies of (i) the constating documents and by-laws of the Vendor; (ii) all required the resolutions of the board of directors of the Vendor and GCL (if not the Vendor) authorizing approving the execution, delivery and performance of this Agreement; and (iii) a list of the directors and officers of the Vendor authorized to sign this Agreement or other agreements and of all contracts, agreements, instruments, certificates and other documents required by referred to in this Agreement to be delivered which the Vendor is a party, together with their specimen signatures;
(g) a certificate of status with respect to each of the Vendor and the Corporation issued by appropriate government officials of its jurisdiction of incorporation, continuance or creation;
(h) evidence in form satisfactory to the Purchaser, acting reasonably, that the consents and waivers of each of the third parties set forth in Schedule 4.2(h) have been obtained;
(i) the NSR Agreement, duly executed by the Vendor and GCL (if not the Vendor)Corporation;
(iiij) all required resolutions of the board of the Company authorizing the transfer of the Purchased Shares a counterpart to the Purchaser as contemplated by this Pre-Emptive Right 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;
(dk) resignations and mutual releases of the directors and officers of the CompanyAmended Glencore Agreements duly executed by all parties thereto;
(el) a counterpart to the minute booksGlencore Assignment and Assumption Agreement, share certificate books duly executed by the Vendor and corporate seal (if any) of the CompanyGlencore International AG;
(fm) evidence the Books and Records of the completion Corporation;
(n) an executed copy of the public deed of the cancellation of the Constitution and Pre-Constitution of Pledge Agreement over the Corporation Shares dated October 1, 2020, among, inter alia, the Vendor and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ as shareholders of the Corporation and Glencore Canada Corporation as beneficiary, with the intervention of the Corporation and Represcom E.I.R.L. as common representative, granted by Glencore Canada Corporation;
(o) an executed copy of the public deed of the cancellation of the Constitution and Pre-Constitution of Pledge Agreement over the bank account of the Corporation dated October 1, 2020, among, inter alia, the Corporation as grantor and Glencore Canada Corporation as beneficiary, with the intervention of Scotiabank Peru S.A.A., the Vendor, and Represcom E.I.R.L. as common representative, granted by Glencore Canada Corporation;
(p) an executed copy of the public deed of the cancellation of the Constitution and Pre-Constitution of Pledge Agreement over the bank account of the Corporation dated June 14, 2018, modified by the First Amendment dated September 18, 2018, and the Second Amendment dated October 1, 2020, among, inter alia, the Corporation as the grantor and Scotiabank Peru S.A.A. as Peruvian Collateral Agent, with the intervention of Scotiabank Peru S.A.A., the Vendor, and Servicios Conexos Notreg E.I.R.L., granted by Scotiabank Peru S.A.A.;
(q) an executed copy of the Public Deed of the cancellation of the Constitution and Pre-Constitution of Pledge Agreement over the Corporation Shares dated August 29, 2017, modified by the First Amendment dated September 18, 2018, modified by the Second Amendment dated October 1, 2020, among, inter alia, the Vendor and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ as shareholders of the Corporation and Scotiabank Peru S.A.A. as Peruvian Collateral Agent, with the intervention of the Corporation and Servicios Conexos Notreg E.I.R.L. as common representative, granted by Scotiabank Peru S.A.A.;
(r) an executed copy of the Public Deed of the cancellation of the Guarantee Trust Agreement dated August 29, 2017, modified by the first amendment dated September 18, 2018, by the Second Amendment dated November 13, 2019, and the Third Amendment dated October 1, 2020, among, inter alia, Glencore Canada Corporation as adherent and junior trustee, Scotiabank Perú S.A.A. as fiduciary, the Corporation as trustor and Scotiabank Perú S.A.A. as Peruvian Collateral Agent and representative of the senior trustees, granted by Scotiabank Peru S.A.A.;
(s) an executed copy of the Public Deed of the cancellation of the Conditional Assignment of Rights dated August 29, 2017, modified by the first amendment dated September 18, 2018, and modified by the Second Amendment dated October 1, 2020, among, inter alia, Glencore Canada Corporation as adherent and junior secured creditor, the Corporation as assigner and Scotiabank Perú S.A.A. as assignee, with the intervention of the Vendor, granted by Scotiabank Peru S.A.A.;
(t) an executed copy of the Public Deed of the cancellation of the Pre-Closing ReorganizationConstitution of Pledge Agreement over Santander Concesiones S.A.C. Shares dated August 29, 2017, modified by the First Amendment dated September 18, 2018, among, inter alia, the Corporation, Scotiabank Peru S.A.A. as Peruvian Collateral Agent, with the intervention of Santander Concesiones S.A.C. and Servicios Conexos Notreg E.I.R.L. as common representative, granted by Scotiabank Peru S.A.A.;
(gu) an executed copy of the release of the Corporation's obligations under (i) the Transition Services guarantee agreement dated October 1, 2020 entered into by and between Glencore Canada Corporation, the Corporation, Trevali Holdings (Bermuda) Ltd. and Trevali Mining (New Brunswick) Ltd. and (ii) the Subordination and Postponement Agreement duly entered into by and among others, the Corporation, the Vendor and Glencore Canada Corporation dated October 1, 2020;
(v) an executed copy of cancellation of the security agreement over sales contracts dated October 1, 2020 entered by GCLand between Vendor, the Corporation, Glencore Perú S.A.C. and Glencore Canada Corporation;
(w) an executed copy of the release of the Corporation's obligations under (i) the guarantee agreement dated August 29, 2017 entered into by and between The Bank of Nova Scotia, the Corporation, Trevali Holdings (Bermuda) Ltd. and Trevali Mining (New Brunswick) Ltd. and (ii) the Subordination and Postponement Agreement entered into by and among others, the Corporation, the Vendor and The Bank of Nova Scotia dated August 31, 2017;
(x) an executed copy of cancellation of the security agreement over sales contracts dated August 20, 2020 entered into by and between the Vendor, the Corporation and The Bank of Nova Scotia; and
(hy) all such other assurances, consents, waivers, 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.
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Sources: Share Purchase Agreement
Vendor’s Closing Deliveries. At the Closing, GCL shall, or shall cause the Vendor (if not GCL) to, shall 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 or formation, as applicable, with respect to the CompanyVendor;
(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 the resolutions of the board of directors 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
(iviii) the incumbency and signatures of the officers of GCL the Vendor 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 a duly executed by copy of the VendorFCF Royalty Agreement;
(d) resignations and mutual releases a bring-down certificate of the directors and officers President or other senior officer of the CompanyVendor dated as of the Closing Date reflecting the closing conditions stated in Section 6.1;
(e) the minute books, share certificate books and corporate seal (if any) a favourable legal opinion dated as of the Company;
(f) evidence Closing Date from legal counsel to the Vendor in the Province of British Columbia addressed to the completion of Purchaser with respect to the Pre-Closing Reorganization;
(g) Vendor’s recorded interest in those mineral tenures and fee simple properties for the Transition Services Agreement duly executed by GCLNew Afton Mine that are set out in Exhibit “G”; and
(hf) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions that are to be completed at or prior to the Closing as provided for in this Agreement, all of which shall be in form and substance satisfactory to the Purchaser, acting reasonably.
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