Common use of Deliveries of the Vendor Clause in Contracts

Deliveries of the Vendor. At or before the Closing, the Vendor shall deliver or cause to be delivered to the Purchaser: (a) share certificates or other documents of title representing the Purchased Shares in accordance with Section 2.3 hereof; (b) assignment of the Notes in the form attached as Exhibit 2.3 accompanied by the original Notes; (c) evidence satisfactory to the Purchaser of the sale, transfer and assignment of the legal, beneficial and registered title to the Purchased Shares and the Notes (such transfer of Notes to be made as of the Effective Date consistent with the assignment of the Notes in the form attached as Exhibit 2.3) by the Vendor to Vendorco. (d) a certificate signed by each of the Vendor, Vendorco or the Company, as the case may be, dated the Closing Date, confirming: (i) the accuracy of each of the representations and warranties of the Vendor and Vendorco, as the case may be, contained in this Agreement and the Exhibits and Schedules hereto as provided in Section 9.1 of this Agreement; (ii) that all agreements and covenants of the Vendor, Vendorco or the Company, as the case may be, required by this Agreement to have been performed or complied with on or prior to the Closing Date have been so performed or complied with; and (iii) that all corporate or other action required of the Company, Vendorco or the Vendor (including any actions required by directors, trustees, shareholders and unitholders), as the case may be, to authorize the consummation of the transactions and agreements provided for herein have been taken; (e) certified copies of the resolutions of the Trustees and the Unitholders approving the transactions contemplated by this Agreement; (f) evidence, in form satisfactory to the Purchaser, of the termination of contractual arrangements between the Company and FACS Management and the release by FACS Management and the Vendor in favour of the Company as required in accordance with Sections 9.6, 9.7 and 9.14(b); (g) such resignations and releases of the directors, officers and employees of the Company and the Subsidiaries and releases of Western Corporate Enterprises Inc. and Xxxxxxx X. Xxxxxx as required in accordance with Section 9.14 hereof, including, without limitation, releases of the Management Severance Obligations executed by the management employees of the Company listed on Schedule 4.1(26) of this Agreement; (h) all necessary consents, approvals or authorizations of the directors, shareholders or other persons which may be necessary under the constating documents or by-laws of the Company and the Subsidiaries or any Company Agreements to enable the Purchased Shares to be transferred by the Vendors to the Purchaser and the Notes to be assigned to the Purchaser; (i) evidence in the form of a statutory declaration satisfactory to the Purchaser's Counsel that each of the Vendor and Vendorco is at the Closing Date a resident of Canada within the meaning of the INCOME TAX ACT (Canada); (j) the opinion of the Vendor's, Vendorco's and Company's Counsel in the form attached as Exhibit 11.2(i); (k) the Escrow Agreement in the form attached as Exhibit 7.6, duly executed by the Vendor and Vendorco; (l) all necessary consents required pursuant to Section 9.12 of this Agreement; (m) duly executed originals of the non-competition and confidentiality agreements contemplated by Section 9.17 hereof; (n) the Unaudited Closing Statements contemplated by Section 3.4 of this Agreement; (o) evidence of the cancellation of the Management Option; (p) evidence of the purchase by the Company of Xxxxxx Xxxxxx'x interest in the FACS Partnership as required by Sections 7.18 and 9.15 of this Agreement; and (q) all other agreements, documents, instruments and certificates or evidence required or contemplated by this Agreement (including, without limitation documents and information contemplated by this Agreement to be included or contained in the Schedules hereto) or as the Purchaser's Counsel, acting reasonably considers necessary or desirable shall have been delivered to the Purchaser prior to or at Closing to validly and effectively complete the transfer of the Purchased Shares and assign the Notes to the Purchaser in accordance with this Agreement, to complete all other transactions contemplated hereby and to establish that the terms, covenants and conditions contained in this Agreement to be performed by the Company, Vendorco or the Vendor have been performed or complied with at or prior to Closing.

Deliveries of the Vendor. At or before the ClosingClosing Time, the Vendor shall deliver or cause to be Vendors will have delivered to the Purchaser: (a) share certificates or other documents of title representing Purchaser the Purchased Shares following in accordance with Section 2.3 hereof; (b) assignment of the Notes in the form attached as Exhibit 2.3 accompanied by the original Notes; (c) evidence and substance satisfactory to the Purchaser, acting reasonably: in addition to the conveyancing agreement under Subsection 6.2(i), evidence that all necessary steps and proceedings to permit the Purchased Units to be transferred to the Purchaser or its nominee(s) have been taken; the Flow of Funds Memorandum, duly executed by the Vendors and the Company; a written direction to the Purchaser executed by the Vendors irrevocably directing the Purchaser to issue a treasury direction (the “Treasury Direction”) to its transfer agent directing the issuance of the saleShares, including detailed information on the subscribers for such Shares in satisfaction of certain Other Liabilities as necessary or desired by the Purchaser’s transfer agent and assignment counsel; lock-up agreements (a form of the legal, beneficial which is attached hereto as Exhibit E) and registered title subscription agreements for any person subscribing for Shares pursuant to the Purchased Shares Treasury Direction, if not previously delivered; certified copies of (i) the Operating Agreement and the Notes (such transfer Certificate of Notes to be made as Formation of the Effective Date consistent with the assignment of the Notes in the form attached as Exhibit 2.3) by the Vendor to Vendorco. (d) a certificate signed by each of the Vendor, Vendorco or the Company, as (ii) resolutions of the unitholders and/or governors of the Company, and the board of directors and/or shareholders of Mid Atlantic authorizing the entering into and completion of the transactions contemplated by this Agreement, and (iii) a list of the members, governors, directors, and officers of each of Mid Atlantic and the Company authorized to sign agreements together with their specimen signatures; a certificate of status, compliance, good standing or like certificate with respect to Mid-Atlantic and the Company, issued by the appropriate Governmental Authority in their respective jurisdictions of incorporation and, in the case may beof the Company, of each jurisdiction in which the Company carries on the Business as identified in Schedule 3.1.1; the certificates referred to in paragraphs 5.1.1(a) and 5.1.1(b); the Escrow Agreement or executed counterpart signatures of the Vendors thereto; an opinion of Washington Counsel, dated the Closing Date, confirming: (i) addressed to the accuracy of Purchaser and addressed to, or for the reliance of, the Agents and the Subscription Receipt Holders, in a form acceptable to the Parties hereto; employment agreements duly executed by the Company and duly executed by each of Xxxxxx Xxxx and Xxxx Xxxxxxxx in the representations and warranties of the Vendor and Vendorco, as the case may be, contained in this Agreement and the Exhibits and Schedules forms attached hereto as provided in Section 9.1 of this AgreementSchedule 5.2.5(a) and 5.2.5(b), respectively; (ii) that all agreements and covenants of the Vendor, Vendorco or the Company, duly executed resignations effective as the case may be, required by this Agreement to have been performed or complied with on or prior to at the Closing Date have been so performed or complied with; and (iii) that Time of all corporate or other action required the Vendors as governors of the Company, Vendorco or and, if applicable, as managers and officers of the Company; releases in favour of the Purchaser and the Company from the Vendors and each of the Other Liabilities payment recipients, with respect to all claims against the Company up to the Closing Time, including the Other Liabilities, in a form acceptable to the Parties hereto; the record books and registers of the Company, and all other Books and Records; IRS Forms W-9 from each Vendor and a certificate of each Vendor, dated as of the Closing Date and executed under penalties of perjury, stating that the Vendor (including any actions required by directors, trustees, shareholders and unitholders), as is not a foreign person within the case may be, to authorize the consummation meaning of Section 1445(b)(2) of the transactions Code; and agreements provided for herein have been taken; (e) certified copies of all other documentation and evidence reasonably requested by the resolutions of the Trustees and the Unitholders approving Purchaser in order to effectively implement the transactions contemplated by this Agreement; (f) evidence, in form satisfactory to the Purchaser, of the termination of contractual arrangements between the Company and FACS Management and the release by FACS Management and the Vendor in favour of the Company as required in accordance with Sections 9.6, 9.7 and 9.14(b); (g) such resignations and releases of the directors, officers and employees of the Company and the Subsidiaries and releases of Western Corporate Enterprises Inc. and Xxxxxxx X. Xxxxxx as required in accordance with Section 9.14 hereof, including, without limitation, releases of the Management Severance Obligations executed by the management employees of the Company listed on Schedule 4.1(26) of this Agreement; (h) all necessary consents, approvals or authorizations of the directors, shareholders or other persons which may be necessary under the constating documents or by-laws of the Company and the Subsidiaries or any Company Agreements to enable the Purchased Shares to be transferred by the Vendors to the Purchaser and the Notes to be assigned to the Purchaser; (i) evidence in the form of a statutory declaration satisfactory to the Purchaser's Counsel that each of the Vendor and Vendorco is at the Closing Date a resident of Canada within the meaning of the INCOME TAX ACT (Canada); (j) the opinion of the Vendor's, Vendorco's and Company's Counsel in the form attached as Exhibit 11.2(i); (k) the Escrow Agreement in the form attached as Exhibit 7.6, duly executed by the Vendor and Vendorco; (l) all necessary consents required pursuant to Section 9.12 of this Agreement; (m) duly executed originals of the non-competition and confidentiality agreements contemplated by Section 9.17 hereof; (n) the Unaudited Closing Statements contemplated by Section 3.4 of this Agreement; (o) evidence of the cancellation of the Management Option; (p) evidence of the purchase by the Company of Xxxxxx Xxxxxx'x interest in the FACS Partnership as required by Sections 7.18 and 9.15 of this Agreement; and (q) all other agreements, documents, instruments and certificates or evidence required or contemplated by this Agreement (including, without limitation documents and information contemplated by this Agreement to be included or contained in the Schedules hereto) or as the Purchaser's Counsel, acting reasonably considers necessary or desirable shall have been delivered to the Purchaser prior to or at Closing to validly and effectively complete the transfer of the Purchased Shares and assign the Notes to the Purchaser in accordance with this Agreement, to complete all other transactions contemplated hereby and to establish that the terms, covenants and conditions contained in this Agreement to be performed by the Company, Vendorco or the Vendor have been performed or complied with at or prior to Closing.

Deliveries of the Vendor. (a) At Closing, if the conditions precedent contained in clauses 10.1 and 10.3 are satisfied or before waived by the ClosingVendor, the Vendor shall deliver or cause to be delivered to and in favour of the Purchaser, against those deliveries required to be made by the Purchaser, the following: (ai) share the certificates or other documents of title representing the Purchased Shares in accordance with Section 2.3 hereofduly endorsed for transfer; (bii) assignment a certificate of an officer of the Notes Vendor in the form of Schedule “M”; (iii) a certificate of an officer of the Vendor confirming that the conditions precedent set forth in clauses 10.1 and 10.3 have been waived or to the Vendor’s Knowledge satisfied; (iv) receipt for payment of the portion of the Purchase Price estimated in the Closing Statement of Adjustments; (v) the Liquids Purchase Contracts, in the form attached as Exhibit 2.3 accompanied Schedule “N”, executed by the original Notes; (c) evidence satisfactory to the Purchaser of the sale, transfer and assignment of the legal, beneficial and registered title to the Purchased Shares [Redacted] and the Notes (such transfer of Notes to be made Corporations, as of applicable and the Effective Date consistent with the assignment of the Notes Crude Oil Purchase Contract in the form attached as Exhibit 2.3) Schedule “N”, executed by [Redacted] and the Vendor to Vendorco. (d) a certificate signed by each of the Vendor, Vendorco or the CompanyCorporations, as the case may be, dated the Closing Date, confirming: (i) the accuracy of each of the representations and warranties of the Vendor and Vendorco, as the case may be, contained in this Agreement and the Exhibits and Schedules hereto as provided in Section 9.1 of this Agreement; (ii) that all agreements and covenants of the Vendor, Vendorco or the Company, as the case may be, required by this Agreement to have been performed or complied with on or prior to the Closing Date have been so performed or complied with; and (iii) that all corporate or other action required of the Company, Vendorco or the Vendor (including any actions required by directors, trustees, shareholders and unitholders), as the case may be, to authorize the consummation of the transactions and agreements provided for herein have been takenapplicable; (evi) certified copies an assignment of the resolutions Seismic Data Licences executed by Western and the Corporations, as applicable; (vii) an assignment of the Trustees New Freehold Leases granted September 15, 2006 executed by Western and the Unitholders approving Corporations, as applicable, and the transactions contemplated New Freehold Leases to be granted pursuant to the Reorganization executed by Western and the Corporations, as applicable; (viii) all available Conveyance Documents, provided that such documents shall not require ConocoPhillips to assume or incur any obligation, or to provide any representation or warranty, beyond that contained in this Agreement; (fix) evidence, in form satisfactory to the Purchaser, a certified copy of a resolution of the termination board of contractual arrangements between directors of each Corporation approving the Company and FACS Management and transfer of all the release by FACS Management and Shares of such Corporation from the Vendor in favour of the Company as required in accordance with Sections 9.6, 9.7 and 9.14(b); (g) such resignations and releases of the directors, officers and employees of the Company and the Subsidiaries and releases of Western Corporate Enterprises Inc. and Xxxxxxx X. Xxxxxx as required in accordance with Section 9.14 hereof, including, without limitation, releases of the Management Severance Obligations executed by the management employees of the Company listed on Schedule 4.1(26) of this Agreement; (h) all necessary consents, approvals or authorizations of the directors, shareholders or other persons which may be necessary under the constating documents or by-laws of the Company and the Subsidiaries or any Company Agreements to enable the Purchased Shares to be transferred by the Vendors to the Purchaser and the Notes to be assigned to the Purchaser; (ix) the minute books, corporate seals (if any) and all other corporate records of the Corporations; (xi) resignations of all directors and officers of the Corporations and a release from such directors and officers pursuant to which they release all Claims against the Corporations related to their being officers and directors of the Corporations; (xii) evidence of the termination of the Accounting Services Agreements dated September 22, 2006 between the Corporations and the Vendor; (xiii) evidence of the termination of the Administrative and Field Services Agreements dated September 22, 2006 between the Corporations and the Vendor; (xiv) the Transition Services Agreement in such form as agreed to by the form of a statutory declaration satisfactory Parties, executed by [Redacted], as applicable; and (xv) any and all other documents which are required to be delivered by the Vendor to the Purchaser's Counsel that Purchaser pursuant hereto, including documents evidencing the Reorganization [Redacted]. (b) All deliveries of the Vendor shall, except as otherwise stated, be in a form acceptable to each of the Vendor and Vendorco is at the Closing Date a resident of Canada within the meaning of the INCOME TAX ACT (Canada); (j) the opinion of the Vendor's, Vendorco's Purchaser and Company's Counsel in the form attached as Exhibit 11.2(i); (k) the Escrow Agreement in the form attached as Exhibit 7.6, duly executed by the Vendor and Vendorco; (l) all necessary consents required pursuant to Section 9.12 of this Agreement; (m) duly executed originals of the non-competition and confidentiality agreements contemplated by Section 9.17 hereof; (n) the Unaudited Closing Statements contemplated by Section 3.4 of this Agreement; (o) evidence of the cancellation of the Management Option; (p) evidence of the purchase by the Company of Xxxxxx Xxxxxx'x interest in the FACS Partnership as required by Sections 7.18 and 9.15 of this Agreement; and (q) all other agreements, documents, instruments and certificates or evidence required or contemplated by this Agreement (including, without limitation documents and information contemplated by this Agreement to be included or contained in the Schedules hereto) or as the Purchaser's Counseltheir respective solicitors, acting reasonably considers necessary or desirable shall have been delivered to the Purchaser prior to or at Closing to validly and effectively complete the transfer of the Purchased Shares and assign the Notes to the Purchaser in accordance with this Agreement, to complete all other transactions contemplated hereby and to establish that the terms, covenants and conditions contained in this Agreement to be performed by the Company, Vendorco or the Vendor have been performed or complied with at or prior to Closingreasonably.

Deliveries of the Vendor. 8.1 At Closing, if the conditions precedent contained in Clause 7.0 are satisfied or before the Closingwaived, the Vendor shall deliver or cause to be delivered to and in favour of the Purchaser: (a) share certificates or other documents of title representing , against those deliveries required to be made by the Purchased Shares in accordance with Section 2.3 hereofPurchaser, the following; (bi) assignment the silver mining ownership right located at Daan Shouning County Fujian Province registered in the name of the Notes Vendor duly changed to the Purchaser's name and registered at Shouning County in Fujian Province with the form attached as Exhibit 2.3 accompanied by the original Notesproper authorities; (cii) evidence satisfactory to the Purchaser of the sale, transfer and assignment of the legal, beneficial and registered title to the Purchased Shares and the Notes (such transfer of Notes to be made as of the Effective Date consistent confirmation that its has compiled with the assignment representations, warranties and covenants of the Notes in the form attached as Exhibit 2.3) by the Vendor to Vendorco. (d) a certificate signed by each of the Vendor, Vendorco or the Companythis Agreement which are true and correct and have been performed, as the case may be, dated in all material respects as of the Closing Date; (iii) will cause the registration of the business certificate for the Purchaser to be made effective at Shouning County, confirming: Fujian Province with the proper authorities; (iiv) receipt for the Purchaser's Common Shares; (v) the accuracy of each of parties will mutually agree to the representations officers and warranties directors of the Vendor who will be qualified and Vendorco, as the case may be, contained in this Agreement and the Exhibits and Schedules hereto as provided in Section 9.1 of this Agreement; good standing for their intended responsibility; (iivi) that all agreements and covenants of the Vendor's records, Vendorco or the Companyits minute books, as the case may be, required by this Agreement to have been performed or complied with on or prior to the Closing Date have been so performed or complied with; cheque books and credit cards (iii) that all corporate or other action required of the Company, Vendorco or the Vendor (including any actions required by directors, trustees, shareholders and unitholdersif any), as the case may be, to authorize the consummation of the transactions and agreements provided for herein have been taken; (evii) certified copies of the resolutions of the Trustees and the Unitholders approving the transactions contemplated by this Agreement; (f) evidencea legal opinion from counsel, in form satisfactory acceptable to the Purchaser, acting reasonably, as to the due and valid transfer of the termination of contractual arrangements between the Company and FACS Management and the release by FACS Management and the Vendor in favour of the Company as required in accordance with Sections 9.6, 9.7 and 9.14(b); (g) such resignations and releases of the directors, officers and employees of the Company and the Subsidiaries and releases of Western Corporate Enterprises Inc. and Xxxxxxx X. Xxxxxx as required in accordance with Section 9.14 hereof, including, without limitation, releases of the Management Severance Obligations executed by the management employees of the Company listed on Schedule 4.1(26) of this Agreement; (h) all necessary consents, approvals or authorizations of the directors, shareholders or other persons which may be necessary under the constating documents or by-laws of the Company and the Subsidiaries or any Company Agreements to enable the Purchased Shares to be transferred by the Vendors Vendor's Capital Stock to the Purchaser and the Notes to be assigned to the Purchaser; (i) evidence in the form of a statutory declaration satisfactory to the Purchaser's Counsel that each of the Vendor and Vendorco is at the Closing Date a resident of Canada within the meaning of the INCOME TAX ACT (Canada); (j) the opinion of the Vendor's, Vendorco's and Company's Counsel in the form attached as Exhibit 11.2(i); (k) the Escrow Agreement in the form attached as Exhibit 7.6, duly executed by the Vendor and Vendorco; (l) all necessary consents required pursuant to Section 9.12 of this Agreement; (m) duly executed originals of the non-competition and confidentiality agreements contemplated by Section 9.17 hereof; (n) the Unaudited Closing Statements contemplated by Section 3.4 of this Agreement; (o) evidence of the cancellation of the Management Option; (p) evidence of the purchase by the Company of Xxxxxx Xxxxxx'x interest in the FACS Partnership as required by Sections 7.18 and 9.15 of this Agreementhereunder on Closing; and (qviii) any and all other agreements, documents, instruments and certificates or evidence documents which are required or contemplated by this Agreement (including, without limitation documents and information contemplated by this Agreement to be included or contained delivered by the Vendor to the Purchaser pursuant thereto. (ix) All deliveries of the Vendor shall, except as otherwise stated, be in a form acceptable to the Schedules hereto) or as Vendor and the Purchaser's CounselPurchaser and their respective solicitors, acting reasonably considers necessary or desirable shall have been delivered to the Purchaser prior to or at Closing to validly and effectively complete the transfer of the Purchased Shares and assign the Notes to the Purchaser in accordance with this Agreement, to complete all other transactions contemplated hereby and to establish that the terms, covenants and conditions contained in this Agreement documents are to be performed by the Company, Vendorco or the Vendor have been performed or complied in English with at or prior to Closinga certified translation from Chinese.