Common use of Deliveries by the Vendor Clause in Contracts

Deliveries by the Vendor. On the Closing Date the Vendor will deliver or cause to be delivered to the Purchaser, in form and content satisfactory to the Purchaser, the following: 81 8 (a) certificates representing the Shares, accompanied by stock transfer powers of attorney duly executed in blank or duly executed instruments of transfer, and any other documents necessary to transfer to the Purchaser good title to the Shares; (b) the resignations of all members of the board of directors of the Company, and the resignations of all officers of the Company together with general releases of the Company by each of its directors and officers; (c) original share books, share ledgers and minute books and corporate seals of the Company as well as all tax records (including tax returns, notices of assessment, reassessments and tax correspondence), environmental, health and safety files, Worker's Compensation files and other books and records belonging to and relating to the business and operations of the Company; (d) the certificates referred to in Sections 2.6(a), (b) and (d) dated the Closing Date duly signed on its behalf; (e) a certified copy of a resolution of the Board of Directors of the Company approving the transfer of the Shares by the Vendor to the Purchaser; (f) all other documents, instruments and writings reasonably required to be delivered by the Vendor at the Closing Date pursuant to this Agreement or otherwise required in connection herewith; (g) substantially all books, records, files (including lease, contract, well and unit files), reports, studies, maps, drawings, logs and other documentary materials of any nature whatsoever pertaining to the Assets, including, without limitation, all geological and engineering reports, records, maps, drawings, logs and other data relating to the Lands; and (h) a Certificate of Status for the Company issued under the laws of the Province of Alberta.

Deliveries by the Vendor. On At the Closing Date Closing, the Vendor will shall deliver or cause to be delivered the Purchaser the following: (a) A xxxx of sale (b) Originals, and duly executed agreements as referred to in Clause 15.1.(c),(i) and (iii) and in Clause 16.1.(c) hereof; (c) Originals, and duly executed assignments of the customer purchase orders as referred to in Clause 7.2. hereof; (d) Any instruments of transfer reasonably required by the Purchaser to evidence the transfer of the Acquired Assets to the Purchaser, in form and content satisfactory including assignments with respect to the PurchaserProperty Rights, the following: 81 8 (a) certificates representing Trade Name, the SharesService Marks and the Trade Marks, accompanied by stock transfer powers of attorney registered, recorded or filed with any Governmental Authority, in a form suitable for registration, recordation or filing with such Governmental Authority, in each case duly executed in blank or duly executed instruments of transfer, and any other documents necessary to transfer to by the Purchaser good title to the SharesVendor; (e) A certificate dated the Closing Date, of an executive officer of the Vendor certifying as to the compliance by the Vendor with Clause 15.1.(a) and (b); (f) A certificate of the resignations of all members Vendor's secretary certifying (i) resolutions of the board of directors of the CompanyVendor approving this Agreement and the transactions contemplated hereby, and (ii) the resignations of all officers authority of the Company together with general releases officer(s) signing on behalf of the Company by each of its directors and officers; (c) original share books, share ledgers and minute books and corporate seals of the Company as well as all tax records (including tax returns, notices of assessment, reassessments and tax correspondence), environmental, health and safety files, Worker's Compensation files and other books and records belonging to and relating to the business and operations of the Company; (d) the certificates referred to in Sections 2.6(a), (b) and (d) dated the Closing Date duly signed on its behalf; (e) a certified copy of a resolution of the Board of Directors of the Company approving the transfer of the Shares by the Vendor to the Purchaser; (f) all other documents, instruments and writings reasonably required to be delivered by the Vendor at the Closing Date pursuant to this Agreement or otherwise required in connection herewithVendor; (g) substantially all booksA copy of the Vendor's charter, records, files (including lease, contract, well and unit files), reports, studies, maps, drawings, logs and other documentary materials certified by the Secretary of any nature whatsoever pertaining to State in the Assets, including, without limitation, all geological and engineering reports, records, maps, drawings, logs and other data relating to the Lands; andVendor's state of incorporation; (h) a Certificate of Status for the Company issued under the laws A copy of the Province Vendor's charter reflecting the amendment of Albertasuch charter to change the Vendor's name to a name dissimilar to, and which is not susceptible to confusion with, "American Electromedics", together with all filings required to effectuate such amendment in each country in which the Vendor is qualified to do business as a foreign corporation, all of which shall be certified by the secretary of the Vendor. However the Purchaser has to respect a grace period until the Vendors 1999 Annual Meeting of Shareholders to be held within four (4) months after Closing Date.

Deliveries by the Vendor. On At the Closing Date or, in the case of Section 2.7(a), by the date therein stipulated, the Vendor will deliver or cause to be delivered to the Purchaser, in form and content satisfactory to the Purchaser, Purchaser the following: 81 8: (a) no later than five (5) Business Days before the Closing Date (i) the Closing Estimate as contemplated by Section 2.4, and (ii) the payment instructions contemplated by Sections 2.2(b) and 2.3(a); (b) certificates representing the Sold Shares, duly cancelled, accompanied by stock transfer powers of attorney duly executed in blank or duly executed instruments of transfer, and any other documents necessary to transfer to the Purchaser good title to the Sold Shares; (bc) new certificates representing the Sold Shares in the name of the Purchaser or as it directs by notice to the Vendor under Section 2.8(a), duly signed, and a certified copy of the resolution of the board of directors of the Sold Company approving the transfer of the Sold Shares to the Purchaser; (d) the resignations of of: (i) all members of the board of directors of the Sold Company, and other than those members who accept offers of Sold Company director positions made by the resignations of all Purchaser; and (ii) those officers of the Company together with general releases Sold Company, other than those officers who are Transferred Senior Management and who accept the offers of employment contemplated by Section 2.12(a), who are not employees of the Sold Company, together with, from each such Person, a release by such Person of any Claims against the Sold Company by each except their entitlement to indemnification for or in respect of its directors and officersacts or omissions occurring up to the time of Closing; (ce) original share books, share ledgers and minute books and corporate seals of the Company as well as all tax records (including tax returns, notices of assessment, reassessments and tax correspondence), environmental, health and safety files, Worker's Compensation files and other books and records belonging to and relating to the business and operations of the Sold Company; (df) documentation in form customary for transactions of the type contemplated hereby establishing the due authorization by the Vendor of the sale of the Sold Shares, the execution, delivery and performance by it of this Agreement and the documents, agreements or instruments respecting the consummation of the transactions contemplated hereby and the taking by it of all corporate proceedings in connection herewith and therewith; (g) the certificates referred to in Sections 2.6(a), (bSection 2.9(a) and (dSection 2.9(b) dated the Closing Date duly signed on its the Vendor’s behalf; (eh) evidence of termination by the Sold Company of all powers of attorney, if any, granted in favour of, and all trust agreements, if any, entered into with, the Vendor or any of its Affiliates; (i) the Sold Company Release, duly executed by the Vendor and the Vendor Release, duly executed by the Sold Company; (j) the Aquila Guarantee, duly executed by Aquila; (k) although they are to be delivered immediately after the Closing, the documents and instruments contemplated by Section 2.3(b); (l) an assignment by Aquila of the benefit of those confidentiality agreements with bidders other than the Purchaser in connection with the sale of the Sold Company and the “Sold Company” under the Other Share Purchase Agreement and Aquila’s agreement to enforce such agreements, at the request, risk and expense of the Purchaser; provided that Aquila will not be required to take any action in relation to enforcement unless Aquila is indemnified to its satisfaction in respect of any liabilities that may be incurred by it in so doing; (m) a certificate of a senior officer of Aquila in a form satisfactory to the Purchaser, acting reasonably, certifying that (i) none of Aquila, the Vendor or the Sold Company is insolvent nor has an Insolvency Event occurred with respect to any of them (and in the case of Aquila, references in the definition of Insolvency Event to the Bankruptcy and Insolvency Act (Canada) and Companies’ Creditors Arrangement Act (Canada) will be considered to be references to applicable United States federal and state bankruptcy and insolvency laws) and (ii) all United States Government Authorities having jurisdiction have been made aware of the transactions contemplated hereby, and, except as set out in Annex 1.1, no Authorizations are required from any United States Government Authority for the entry into and performance by the Vendor of this Agreement and the completion of the transactions contemplated hereby including the execution and delivery of the Aquila Guarantee; (n) a certified copy of the resolution of the shareholders and directors of the Vendor authorizing and approving the execution of this Agreement and all Transaction Documents to be entered into by the Vendor; (o) a certified copy of a resolution of the Board board of Directors directors of Aquila authorizing and approving the execution and delivery of the Company approving the transfer of the Shares by the Vendor to the Purchaser;Aquila Guarantee; and (fp) all other documents, instruments and writings reasonably required to be delivered by the Vendor at on the Closing Date pursuant to this Agreement or otherwise required reasonably requested by the Purchaser and customarily delivered in connection herewith; (g) substantially all books, records, files (including lease, contract, well and unit files), reports, studies, maps, drawings, logs and other documentary materials of any nature whatsoever pertaining to the Assets, including, without limitation, all geological and engineering reports, records, maps, drawings, logs and other data relating to the Lands; and (h) a Certificate of Status for the Company issued under the laws with transactions of the Province of Albertatype contemplated hereby.

Deliveries by the Vendor. On At the Closing Date Time of Closing, the Vendor will deliver or cause to be delivered to the Purchaser, in form and content satisfactory to the Purchaser, the following: 81 8shall: (a) certificates representing the Shares, accompanied by stock transfer powers of attorney duly executed in blank or duly executed instruments of transfer, and any other documents necessary to transfer deliver to the Purchaser good title all necessary transfers, assignments and other documentation reasonably required to transfer the Purchased Shares to the SharesPurchaser with good and marketable title thereto, free and clear of all Encumbrances (other than Encumbrances permitted hereby); (b) deliver to the resignations of Purchaser certificates respecting all members the Purchased Shares duly endorsed in favour of the board Purchaser for transfer with all applicable security transfer taxes paid, and cause transfers of directors such shares to be duly and regularly recorded in the Stock Registry Book of the Company, and the resignations of all officers Corporation in name of the Company together with general releases of the Company by each of Purchaser or its directors and officersnominee(s); (c) original share booksdeliver to the Purchaser a certificate of status (or equivalent) and copies, share ledgers and minute books and corporate seals certified by a senior officer of the Company Corporation dated as well as all tax records (including tax returnsof the Closing Date, notices of assessmentthe constating documents and by-laws of the Corporation and of the resolutions of the Corporation authorizing the execution, reassessments delivery and tax correspondence)performance by the Corporation of any agreements, environmentalindentures, health and safety files, Worker's Compensation files and other books and records belonging documents or instruments to and relating be provided by the Corporation pursuant to the business and operations of the Companyprovisions hereof; (d) deliver to the certificates referred Purchaser a favourable opinion of Suthxxxxxx Xxxxxx & Xrenxxx XXX, counsel to the Vendor, in Sections 2.6(athe form annexed hereto as Schedule 7.1(d), (b) ; provided that the Purchaser agrees to pay up to $7,000 in respect of the reasonable fees and (d) dated the Closing Date duly signed on its behalfexpenses of such firm in providing such opinion; (e) a certified copy deliver to the Purchaser resignations of a resolution such directors and officers of the Board of Directors Corporation as the Purchaser may specify effective as of the Company approving the transfer Time of the Shares by the Vendor to the PurchaserClosing; (f) deliver to the Purchaser evidence satisfactory to the Purchaser that all other documents, instruments and writings reasonably required Indebtedness of any Related Parties to be delivered by the Vendor at the Closing Date pursuant to this Agreement or otherwise required Corporation shall have been paid in connection herewithfull; (g) substantially all books, records, files (including lease, contract, well and unit files), reports, studies, maps, drawings, logs and other documentary materials of any nature whatsoever pertaining deliver to the Assets, including, without limitation, all geological Purchaser releases executed by the Vendor and engineering reports, records, maps, drawings, logs such directors and other data relating to officers of the LandsCorporation as the Purchaser may specify in favour of the Corporation and the Purchaser in the form annexed hereto as Schedule 7.1(g); and (h) a Certificate execute and deliver such other documents relevant to the completion of Status the transaction contemplated hereby as counsel for the Company issued under the laws of the Province of AlbertaPurchaser, acting reasonably, may request.

Deliveries by the Vendor. On the Closing Date the Vendor will deliver or cause to be delivered to the Purchaser, in form and content satisfactory to the Purchaser, the following: 81 8: (a) certificates representing the Shares, accompanied by stock transfer powers of attorney duly executed in blank or duly executed instruments of transfer, and any other documents necessary to transfer to the Purchaser good title to the Shares; (b) the resignations of all members of the board of directors of the Company, and the resignations of all officers of the Company together with general releases of the Company by each of its directors and officers; (c) original share books, share ledgers and minute books and corporate seals of the Company as well as all tax records (including tax returns, notices of assessment, reassessments and tax correspondence), environmental, health and safety files, Worker's Compensation files and other books and records belonging to and relating to the business and operations of the Company; (d) the certificates referred to in Sections 2.6(a), (b) and (d) dated the Closing Date duly signed on its behalf; (e) a certified copy of a resolution of the Board of Directors of the Company approving the transfer of the Shares by the Vendor to the Purchaser; (f) all other documents, instruments and writings reasonably required to be delivered by the Vendor at the Closing Date pursuant to this Agreement or otherwise required in connection herewith; (g) substantially all books, records, files (including lease, contract, well and unit files), reports, studies, maps, drawings, logs and other documentary materials of any nature whatsoever pertaining to the Assets, including, without limitation, all geological and engineering reports, records, maps, drawings, logs and other data relating to the Lands; and (h) a Certificate of Status for the Company issued under the laws of the Province of Alberta.

Deliveries by the Vendor. On At the Closing Date or, in the case of Section 2.7(a), by the date therein stipulated, the Vendor will deliver or cause to be delivered to the Purchaser, in form and content satisfactory to the Purchaser, Purchaser the following: 81 8: (a) no later than five (5) Business Days before the Closing Date (i) the Closing Estimate as contemplated by Section 2.4, and (ii) the payment instructions contemplated by Sections 2.2(b) and 2.3(a); (b) certificates representing the Sold Shares, duly cancelled, accompanied by stock transfer powers of attorney duly executed in blank or duly executed instruments of transfer, and any other documents necessary to transfer to the Purchaser good title to the Sold Shares; (bc) new certificates representing the Sold Shares in the name of the Purchaser or as it directs by notice to the Vendor under Section 2.8(a), duly signed, and a certified copy of the resolution of the board of directors of the Sold Company approving the transfer of the Sold Shares to the Purchaser; (d) the resignations of of: (i) all members of the board of directors of the CompanySold Company and its Subsidiaries, and other than those members who accept offers of Sold Company director positions made by the resignations of all Purchaser; and (ii) those officers of the Sold Company together with general releases and its Subsidiaries, other than those officers who are Transferred Senior Management and who accept the offers of employment contemplated by Section 2.12(a), who are not employees of the Sold Company by each or one of its directors and officersSubsidiaries, as applicable, together with, from each such Person, a release by such Person of any Claims against the Sold Company or its Subsidiary, as applicable, except their entitlement to indemnification for or in respect of acts or omissions occurring up to the time of Closing; (ce) original share books, share ledgers and minute books and corporate seals of the Sold Company as well as all tax records (including tax returns, notices of assessment, reassessments and tax correspondence), environmental, health and safety files, Worker's Compensation files and other books and records belonging to and relating to the business and operations of the Companyits Subsidiaries; (df) documentation in form customary for transactions of the type contemplated hereby establishing the due authorization by the Vendor of the sale of the Sold Shares, the execution, delivery and performance by it of this Agreement and the documents, agreements or instruments respecting the consummation of the transactions contemplated hereby and the taking by it of all corporate proceedings in connection herewith and therewith; (g) the certificates referred to in Sections 2.6(a), (bSection 2.9(a) and (dSection 2.9(b) dated the Closing Date duly signed on its the Vendor’s behalf; (eh) evidence of termination by the Sold Company and its Subsidiaries of all powers of attorney, if any, granted in favour of, and all trust agreements, if any, entered into with, the Vendor or any of its Affiliates; (i) the Sold Company Release, duly executed by the Vendor and the Vendor Release, duly executed by the Sold Company; (j) the Aquila Guarantee, duly executed by Aquila; (k) although they are to be delivered immediately after the Closing, the documents and instruments contemplated by Section 2.3(b); (l) an assignment by Aquila of the benefit of those confidentiality agreements with bidders other than the Purchaser in connection with the sale of the Sold Company and the “Sold Company” under the Other Share Purchase Agreement and Aquila’s agreement to enforce such agreements, at the request, risk and expense of the Purchaser; provided that Aquila will not be required to take any action in relation to enforcement unless Aquila is indemnified to its satisfaction in respect of any liabilities that may be incurred by it in so doing; (m) a certificate of a senior officer of Aquila in a form satisfactory to the Purchaser, acting reasonably, certifying that (i) none of Aquila, the Vendor or the Sold Company or any of its Subsidiaries is insolvent nor has an Insolvency Event occurred with respect to any of them (and in the case of Aquila, references in the definition of Insolvency Event to the Bankruptcy and Insolvency Act (Canada) and Companies’ Creditors Arrangement Act (Canada) will be considered to be references to applicable United States federal and state bankruptcy and insolvency laws) and (ii) all United States Government Authorities having jurisdiction have been made aware of the transactions contemplated hereby, and, except as set out in Annex 1.1, no Authorizations are required from any United States Government Authority for the entry into and performance by the Vendor of this Agreement and the completion of the transactions contemplated hereby including the execution and delivery of the Aquila Guarantee; (n) a certified copy of the resolution of the shareholders and directors of the Vendor authorizing and approving the execution of this Agreement and all Transaction Documents to be entered into by the Vendor; (o) a certified copy of a resolution of the Board board of Directors directors of Aquila authorizing and approving the execution and delivery of the Company approving the transfer of the Shares by the Vendor to the Purchaser;Aquila Guarantee; and (fp) all other documents, instruments and writings reasonably required to be delivered by the Vendor at on the Closing Date pursuant to this Agreement or otherwise required reasonably requested by the Purchaser and customarily delivered in connection herewith; (g) substantially all books, records, files (including lease, contract, well and unit files), reports, studies, maps, drawings, logs and other documentary materials of any nature whatsoever pertaining to the Assets, including, without limitation, all geological and engineering reports, records, maps, drawings, logs and other data relating to the Lands; and (h) a Certificate of Status for the Company issued under the laws with transactions of the Province of Albertatype contemplated hereby.