Common use of Deliveries of the Vendor Clause in Contracts

Deliveries of the Vendor. At the Closing Time, the Vendors will have delivered to the Purchaser the following in form 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 Shares, 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 counsel; lock-up agreements (a form of which is attached hereto as Exhibit E) and subscription agreements for any person subscribing for Shares pursuant to the Treasury Direction, if not previously delivered; certified copies of (i) the Operating Agreement and the Certificate of Formation of the Company, (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 of 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, addressed to the 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 forms attached hereto as Schedule 5.2.5(a) and 5.2.5(b), respectively; duly executed resignations effective as at the Closing Time of all the Vendors as governors of the Company, 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 is not a foreign person within the meaning of Section 1445(b)(2) of the Code; and all other documentation and evidence reasonably requested by the Purchaser in order to effectively implement the transactions contemplated by this Agreement.

Deliveries of the Vendor. 8.1 At Closing, if the conditions precedent contained in Clause 7.0 are satisfied or waived, 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; (i) the silver mining ownership right located at Daan Shouning County Fujian Province registered in the name of the Vendor duly changed to the Purchaser's name and registered at Shouning County in Fujian Province with the proper authorities; (ii) confirmation that its has compiled with the representations, warranties and covenants of this Agreement which are true and correct and have been performed, as the case may be, in all material respects as of the Closing TimeDate; (iii) will cause the registration of the business certificate for the Purchaser to be made effective at Shouning County, Fujian Province with the Vendors proper authorities; (iv) receipt for the Purchaser's Common Shares; (v) the parties will have delivered mutually agree to the Purchaser officers and directors of the following Vendor who will be qualified and in form good standing for their intended responsibility; (vi) all of the Vendor's records, its minute books, cheque books and substance satisfactory credit cards (if any); (vii) a legal opinion from counsel, acceptable to the Purchaser, acting reasonably: in addition , as to the conveyancing agreement under Subsection 6.2(i), evidence that all necessary steps due and proceedings to permit valid transfer of the Purchased Units to be transferred Vendor's Capital Stock to the Purchaser or its nominee(shereunder on Closing; and (viii) have been taken; the Flow of Funds Memorandum, duly executed any and all other documents which are required to be delivered by the Vendors and the Company; a written direction Vendor to the Purchaser executed by the Vendors irrevocably directing the Purchaser to issue a treasury direction pursuant thereto. (the “Treasury Direction”ix) to its transfer agent directing the issuance All deliveries of the SharesVendor shall, including detailed information on the subscribers for such Shares in satisfaction of certain Other Liabilities except as necessary or desired by the Purchaser’s transfer agent and counsel; lock-up agreements (a form of which is attached hereto as Exhibit E) and subscription agreements for any person subscribing for Shares pursuant to the Treasury Directionotherwise stated, if not previously delivered; certified copies of (i) the Operating Agreement and the Certificate of Formation of the Company, (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 of 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, addressed to the Purchaser and addressed to, or for the reliance of, the Agents and the Subscription Receipt Holders, be in a form acceptable to the Parties hereto; employment agreements duly executed by the Company Vendor and duly executed by each of Xxxxxx Xxxx and Xxxx Xxxxxxxx in the forms attached hereto as Schedule 5.2.5(a) and 5.2.5(b), respectively; duly executed resignations effective as at the Closing Time of all the Vendors as governors of the Company, 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 recipientstheir respective solicitors, 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, acting reasonably and all other Books and Records; IRS Forms W-9 documents are to be in English with a certified translation 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 is not a foreign person within the meaning of Section 1445(b)(2) of the Code; and all other documentation and evidence reasonably requested by the Purchaser in order to effectively implement the transactions contemplated by this AgreementChinese.

Deliveries of the Vendor. (a) At Closing, if the Closing Timeconditions precedent contained in clauses 10.1 and 10.3 are satisfied or waived by the Vendor, the Vendors will have Vendor shall deliver or cause to be delivered to the Purchaser the following and in form and substance satisfactory to favour of 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 against those deliveries required 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 Shares, including detailed information on the subscribers for such Shares in satisfaction of certain Other Liabilities as necessary or desired made by the Purchaser’s transfer agent and counsel; lock-up agreements (a form of which is attached hereto as Exhibit E) and subscription agreements for any person subscribing for Shares pursuant to , the Treasury Direction, if not previously delivered; certified copies of following: (i) the Operating Agreement and certificates representing the Certificate of Formation of the Company, Shares duly endorsed for transfer; (ii) resolutions a certificate of an officer of the unitholders and/or governors Vendor in the form of Schedule “M”; (iii) a certificate of an officer of the CompanyVendor 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 Schedule “N”, executed by [Redacted] and the Corporations, as applicable and the Crude Oil Purchase Contract in the form attached as Schedule “N”, executed by [Redacted] and the Corporations, as applicable; (vi) an assignment of the Seismic Data Licences executed by Western and the Corporations, as applicable; (vii) an assignment of the New Freehold Leases granted September 15, 2006 executed by Western and the Corporations, as applicable, and the 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; (ix) a certified copy of a resolution of the board of directors and/or shareholders of Mid Atlantic authorizing each Corporation approving the entering into transfer of all the Shares of such Corporation from the Vendor to the Purchaser; (x) the minute books, corporate seals (if any) and completion all other corporate records of the transactions contemplated by this Agreement, and Corporations; (iiixi) a list resignations of the members, governors, directors, all directors and officers of each 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 Mid Atlantic the Corporations; (xii) evidence of the termination of the Accounting Services Agreements dated September 22, 2006 between the Corporations and the Company authorized to sign agreements together with their specimen signatures; a certificate Vendor; (xiii) evidence of statusthe termination of the Administrative and Field Services Agreements dated September 22, compliance, good standing or like certificate with respect to Mid-Atlantic 2006 between the Corporations and the Company, issued Vendor; (xiv) the Transition Services Agreement in such form as agreed to by the appropriate Governmental Authority in their respective jurisdictions of incorporation Parties, executed by [Redacted], as applicable; and, in (xv) any and all other documents which are required to be delivered by the case of 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, addressed Vendor to the Purchaser and addressed topursuant hereto, or for including documents evidencing the reliance ofReorganization [Redacted]. (b) All deliveries of the Vendor shall, the Agents and the Subscription Receipt Holdersexcept as otherwise stated, be in a form acceptable to the Parties hereto; employment agreements duly executed by the Company and duly executed by each of Xxxxxx Xxxx the Vendor and Xxxx Xxxxxxxx in the forms attached hereto as Schedule 5.2.5(a) and 5.2.5(b), respectively; duly executed resignations effective as at the Closing Time of all the Vendors as governors of the Company, 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 recipientstheir respective solicitors, 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 is not a foreign person within the meaning of Section 1445(b)(2) of the Code; and all other documentation and evidence reasonably requested by the Purchaser in order to effectively implement the transactions contemplated by this Agreementacting reasonably.

Deliveries of the Vendor. At or before the Closing TimeClosing, the Vendors will have Vendor shall deliver or cause to be delivered to the Purchaser Purchaser: (a) share certificates or other documents of title representing the following Purchased Shares in accordance with Section 2.3 hereof; (b) assignment of the Notes in the form and substance attached as Exhibit 2.3 accompanied by the original Notes; (c) evidence satisfactory to the PurchaserPurchaser of the sale, acting reasonably: in addition transfer and assignment of the legal, beneficial and registered title to the conveyancing agreement under Subsection 6.2(i), evidence that all necessary steps Purchased Shares and proceedings to permit the Purchased Units Notes (such transfer of Notes to be transferred to made as of the Purchaser or its nominee(sEffective Date consistent with the assignment of the Notes in the form attached as Exhibit 2.3) have been taken; the Flow of Funds Memorandum, duly executed by the Vendors and Vendor to Vendorco. (d) a certificate signed by each of the Vendor, Vendorco or the Company; a written direction to , as the Purchaser executed by case may be, dated the Vendors irrevocably directing the Purchaser to issue a treasury direction (the “Treasury Direction”) to its transfer agent directing the issuance of the SharesClosing Date, 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 counsel; lock-up agreements (a form of which is attached hereto as Exhibit E) and subscription agreements for any person subscribing for Shares pursuant to the Treasury Direction, if not previously delivered; certified copies of confirming: (i) the Operating accuracy of each of the representations and warranties of the Vendor and Vendorco, as the case may be, contained in this Agreement and the Certificate Exhibits and Schedules hereto as provided in Section 9.1 of Formation 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 (iiincluding 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 unitholders and/or governors of the Company, Trustees and the board of directors and/or shareholders of Mid Atlantic authorizing the entering into and completion of Unitholders approving the transactions contemplated by this Agreement; (f) evidence, and (iii) a list in form satisfactory to the Purchaser, of the memberstermination 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, governors, 9.7 and 9.14(b); (g) such resignations and releases of the directors, officers and officers employees of each of Mid Atlantic 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 authorized to sign agreements together with their specimen signatures; a certificate listed on Schedule 4.1(26) of statusthis Agreement; (h) all necessary consents, complianceapprovals or authorizations of the directors, good standing shareholders or like certificate with respect to Midother persons which may be necessary under the constating documents or by-Atlantic laws of the Company and the Company, issued Subsidiaries or any Company Agreements to enable the Purchased Shares to be transferred by the appropriate Governmental Authority in their respective jurisdictions of incorporation and, in the case of 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, addressed to the Purchaser and addressed to, or for the reliance of, the Agents and the Subscription Receipt Holders, in a form acceptable Notes to be assigned to the Parties hereto; employment agreements 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 Company 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 each 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 Xxxx and Xxxx Xxxxxxxx Xxxxxx'x interest in the forms attached hereto FACS Partnership as Schedule 5.2.5(arequired by Sections 7.18 and 9.15 of this Agreement; and (q) all other agreements, documents, instruments and 5.2.5(b)certificates or evidence required or contemplated by this Agreement (including, respectively; duly executed resignations effective 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 Closing Time 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 Vendors as governors of terms, covenants and conditions contained in this Agreement to be performed by the Company, 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 Vendorco or the Vendor is not a foreign person within the meaning of Section 1445(b)(2) of the Code; and all other documentation and evidence reasonably requested by the Purchaser in order have been performed or complied with at or prior to effectively implement the transactions contemplated by this AgreementClosing.