Deliveries by Vendor at Closing. At the Closing Time, Vendor shall deliver, or cause to be delivered, to Purchaser:
(a) a General Conveyance duly executed by Vendor;
(b) those of the Specific Conveyances which have been prepared as of the Closing Time;
(c) an Officer's Certificate signed by an officer of Vendor;
(d) releases and registerable discharges, or no interest letters, in respect of all registered Security Interests pertaining to the Assets which have been requested by Purchaser not less than five (5) Business Days prior to Closing;
(e) the Seismic License Agreement duly executed by Vendor, if applicable, as described in [Redacted section];
(f) the ROFR Escrow Agreement duly executed by Vendor, if required; and
(g) such other items as may be specifically required hereunder or as may be reasonably requested by Purchaser.
Deliveries by Vendor at Closing. At the Closing Time, the Vendor shall deliver or cause to be delivered to the Purchaser:
(a) such deeds of conveyance, bills of sale, transfers and assignments as may be required by the Purchaser's Solicitors, acting reasonably, appropriate to vest good and marketable title to the Property in the Purchaser to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required;
(b) certified copies of such resolutions of the directors and sole shareholder of the Vendor as are required to be passed to authorize the execution, delivery and implementation of this Agreement and all other documents to be delivered by the Vendor pursuant hereto;
(c) a certificate of the Secretary of the Vendor dated the Closing Date stating that, except as may be set out therein, the representations and warranties of the Vendor contained in this Agreement are tale and correct and that the covenants and agreements of the Vendor to be performed or complied with at or before the Closing Time pursuant to this Agreement have been duly performed or complied with; and
(d) such receipts and acknowledgments as may be required by the Purchaser's Solicitors, acting reasonably.
Deliveries by Vendor at Closing. At Closing, Vendor shall deliver or cause to be delivered to Purchaser:
(a) the documents reasonably necessary to effectively transfer and convey the Shares and the Support Assets to Purchaser and the Purchaser shall, at its own cost and expense, register or have executed by third-parties such documents necessary to effect such transfer and conveyance;
(b) resignations of the directors and officers of the Corporate Subsidiaries and mutual releases of all claims such officers and directors and the Corporate Subsidiaries may have against each other arising from such officers and directors acting as such;
(c) the certificate referred to in Section 10.1(a);
(d) share certificates representing all of the shares of each of the Corporate Subsidiaries (endorsed for transfer);
(e) confirmation from the CIBC of the repayment of the PARI CIBC Loan;
(f) termination of, and releases by Vendor, 898389 and PARI in respect of, the Management and Operating Services Agreements;
(g) a guarantee given by The Xxxxxxxx Companies, Inc. of the payment and performance by Vendor of its obligations hereunder in the form of that attached as Schedule "U";
(h) a xxxx of sale or general conveyance in respect of the Support Assets in form and substance satisfactory to Purchaser, acting reasonably; and
(i) any other documents specifically contemplated herein.
Deliveries by Vendor at Closing. At the Closing Time, Vendor shall deliver, or cause to be delivered, to Purchaser:
(a) a General Conveyance duly executed by Vendor;
(b) a certificate of status evidencing the good standing of the trustee of Vendor, Perpetual Energy Operating Corp., in its jurisdiction of incorporation and all jurisdictions where the Assets are located;
(c) those of the Specific Conveyances which have been prepared as of the Closing Time;
(d) an Officer's Certificate signed by an officer of Vendor;
(e) a certified copy of a resolution of the board of directors of Vendor authorizing and approving the transaction;
(f) releases and registrable discharges, or no interest letters, in respect of all registered Security Interests pertaining to the Assets which have been requested of Vendor by Purchaser not less than 5 Business Days prior to Closing;
(g) the net amount owing pursuant to the Closing Statement, if any, and
(h) such other items as may be specifically required hereunder or as may be reasonably requested by Purchaser.
Deliveries by Vendor at Closing. At the Closing Time, Vendor shall deliver, or cause to be delivered, to Purchaser:
Deliveries by Vendor at Closing. At the Closing Date, Vendor shall deliver, or cause to be delivered, to Purchaser:
(a) a General Conveyance duly executed by Vendor;
(b) the Specific Conveyances available as of the Closing Date, duly executed by Vendor;
(c) an Officer’s Certificate signed by an officer of the Vendor;
(d) a receipt for Purchaser’s payment of the amount set out in Section 2.3, duly executed by Vendor;
(e) those releases and registerable discharges, or no interest letters, in respect of all registered Security Interests pertaining to the Assets; and
(f) such other items as may be specifically required hereunder or as may be reasonably requested by Purchaser.
Deliveries by Vendor at Closing. At or before Closing Time, the Purchaser and/or the Purchaser’s Counsel shall have received from the Vendor the following:
(a) certified copies of the resolutions of the directors of the Vendor evidencing that the Vendor has approved this Agreement and all of the transactions of the Vendor contemplated hereunder including the sale and transfer of the Assets to the Purchaser as provided for herein;
(b) all necessary Consents and Notices and Authorizations, including the Vendor Authorizations, as the case may be, required to enable the transfer of the Assets to the Purchaser as provided for in this Agreement and to permit the Purchaser to carry on the Mxxxxx Project as currently conducted, all in form and substance satisfactory to the Purchaser, acting reasonably;
(c) a certificate of Vendor, duly executed by a senior officer of Vendor, on behalf of Vendor and not in such officer’s personal capacity, stating that, except as disclosed in such certificate,
(i) the representations and warranties of Vendor contained in this Agreement are true, accurate and complete in all material respects as at Closing Time,
(ii) each of Vendor’s covenants and obligations hereunder has been satisfied and performed, and
(iii) each of the conditions for the benefit of Vendor set forth in Section 9.1 has been satisfied or waived;
(d) a Certificate of Status issued by the Director under the Canada Business Corporation Act with respect to Vendor dated no earlier than two Business Days before the Closing Date;
(e) evidence of the discharge and release of any Encumbrances, other than Permitted Encumbrances, on the Assets including, but not limited to, the Mortgages;
(f) documents for the assignment to Purchaser of the Mxxxxx Project;
(g) a Bxxx of Sale duly executed by Vendor for the transfer of the tangible personal property included in the Assets to Purchaser;
(h) an agreement for the assignment and transfer by Vendor to Purchaser of all intangible assets of Vendor included in the Assets, including the Contracts, and for the assumption by Purchaser of all future liabilities related thereto, duly executed by Vendor;
(i) the Books and Records in the possession of the Vendor;
(j) such other agreements and documents as Purchaser may reasonably require to give effect to the assignment and transfer to Purchaser of the Assets;
(k) an opinion of the Vendor’s Solicitors, in form satisfactory to Purchaser, acting reasonably, with respect to:
(i) the corporate good standing of Vendor under the...
Deliveries by Vendor at Closing. 6.01 At Closing, the Vendor shall deliver to Purchaser the following documents in form and substance reasonably satisfactory to Purchaser:
(a) Share certificates, registered in the name of the Vendor, free and clear of all Liens, duly endorsed by Vendor or with stock powers attached, representing all of the issued and outstanding Shares;
(b) The AMP Promissory Note, duly endorsed for transfer;
(c) The certificates referred to in Section 5.01(a) and Section 5.01(b);
(d) An agreement, duly executed by HK Engine Components, LLC for the supply of engine components, for a term of three (3) years from the date of Closing in the form attached hereto as Exhibit 6.01(d);
(e) An agreement duly executed by Magnetech Industrial Services, Inc. for the supply of engine components, for a term of three (3) years from the date of Closing in the form attached hereto as Exhibit 6.01(e);
(f) The resignation of each member of the Board of Directors and each officer of the Company (other than Xxxxxx XxxXxxxxxx) effective as of the Closing Date;
(g) The original books and records of the Company existing on the Closing Date, including, without limitation, corporate minute books, financial and tax records;
(h) Vendor shall deliver to Purchaser a certificate of status, compliance, good standing or like certificate with respect to the Company from the Province of Alberta, together with certified copies of (A) the charter documents and by-laws of the Vendor, (B) the resolutions of the Vendors and the board of directors of the Vendor, as the case may be, approving the execution, delivery and performance of this Agreement, and (C) a list of the directors and officers authorized to sign this Agreement together with their specimen signatures; and
(i) Vendor shall deliver to Purchaser consents, waivers, authorizations and approvals listed in Section 5.02(e).
Deliveries by Vendor at Closing. At the Closing Time, Vendor shall deliver, or cause to be delivered, to Purchaser:
(a) the General Conveyance duly executed by Vendor;
(b) a true copy of a resolution of the board of directors of Vendor approving and authorizing the execution of this Agreement by Vendor and the performance by Vendor of its obligations under this Agreement;
(c) an Officer's Certificate signed by an officer of Vendor;
(d) a direction, duly executed by Vendor, instructing the Vendor's Solicitors to release the Cash Deposit and Deposit Interest to Vendor, and to deliver the Non-Cash Deposit to Purchaser, as contemplated in Clause 2.5(b);
(e) releases and registerable discharges or no interest letters in respect of all registered Security Interests pertaining to the Assets that are to be discharged at Closing;
(f) the Specific Conveyances as contemplated in Clause 4.3;
(g) Vendor's audited Operating Statements;
(h) the Governance Agreement, duly executed by Vendor;
(i) transfers in favour of Purchaser of the hedging programs set forth and described in Schedule "P"; and
(j) such other items as may be specifically required hereunder or as may be reasonably requested by Purchaser.
Deliveries by Vendor at Closing. At the Closing Time, Vendor shall deliver to Purchaser the items set out below:
(a) a certificate or certificates representing the Shares, duly endorsed for transfer by Vendor or accompanied by a power of attorney to transfer such shares duly executed by Vendor;
(b) a certified copy of a directors resolution of KEL Amalco approving of and authorizing the transfer of the Shares from Vendor to Purchaser;
(c) a new share certificate issued in the name of Purchaser in respect of the Shares;
(d) a certificate of an officer or director of Vendor in the form specified in Schedule "J";
(e) resignations of all directors and officers of KEL Amalco and the Acquired Entities from all such positions and offices within KEL Amalco and the Acquired Entities and a release from each such individual pursuant to which he or she releases all Claims that he or she has or may at any time have against KEL Amalco and the Acquired Entities, which shall be in the form set forth in Schedule "K";
(f) releases and registerable discharges or no interest letters in respect of all registered Security Interests pertaining to the Assets or the Acquired Entities or the Shares, granted by Vendor or any Affiliate thereof;
(g) a certified copy of a resolution of the board of directors of Vendor approving its sale of the Shares to Purchaser as provided in this Agreement; and
(h) a certified copy of a special resolution of the shareholders of Vendor approving the sale of the Shares to Purchaser as provided in this Agreement.
