Delivery of Closing Documentation from the Seller to the Buyer At the Time of Closing, the Seller shall deliver or cause to be delivered to the Buyer:
(a) a certificate of status for the Seller;
(b) a certificate of status for each of the Companies and Premier Gold Mines Netherlands B.V;
(c) the merchant folio issued by the public registry of commerce in Mexico for each of the Owner and Premier Mining Mexico S. de X.X. de C.V.;
(d) a certificate from a senior officer of the Seller certifying: (i) the incumbency of certain officers of the Seller; and (ii) the resolutions of the board of directors of the Seller relating to this Agreement and the transactions contemplated hereby;
(e) the certificates contemplated by Sections 7.2(a) and (b);
(f) certificates representing the Purchased Shares, duly endorsed for transfer, executed and delivered by the Seller;
(g) the NSR Agreement, duly executed and delivered by the Seller;
(h) the Shareholders’ Agreement, approved, executed and delivered by the Seller;
(i) the Seller Consents;
(j) a release from the Seller in favour of the Seller Subsidiaries, releasing and discharging the Seller Subsidiaries from and against all claims, demands, damages, debts, liabilities, obligations, costs, expenses, actions and causes of action (excluding those under or pursuant to the NSR Agreement) to the extent arising prior to Closing out of the Seller Subsidiaries and the Mine Assets, in a form satisfactory to the Buyer and the Seller, acting reasonably, duly executed by the Seller Subsidiaries and the Seller;
(k) a written resignation and an executed mutual release from each director and officer of the Seller Subsidiaries, substantially in a form to be agreed by the Seller and the Buyer, acting reasonably, such resignations and releases to be effective as at the Closing Date, and duly executed terminations of all powers of attorney granted to such directors and officers; and
(l) all minute books, corporate records and share transfer books or equivalent of the Seller Subsidiaries.
Delivery of Closing Documentation. The Subscriber agrees that the relevant documents noted on the cover page hereof must be delivered to the Company by June 2, 2016 by 5:00 p.m. (Vancouver time) by fax, email or courier together with certified or wired funds. The Subscriber acknowledges and agrees that such documents, when executed and delivered by the Subscriber, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Subscriber hereunder in favour of the Company. The Subscriber consents to the filing of such documents as may be required to be filed with the TSX, NYSE MKT or other securities regulatory authority in connection with the transactions contemplated hereby.
Delivery of Closing Documentation. 46 9.8 Bulk Sales Act Compliance.............................................. 46 9.9
Delivery of Closing Documentation. (a) At the Time of Closing, the Vendor shall deliver to the Purchasers a certificate of status and two copies, certified by a senior officer of the Vendor as of the Closing Date, of its constating documents and by-laws and of the resolution authorizing the execution, delivery and performance by the Vendor of this Agreement and any documents to be provided by it pursuant to the provisions hereof. The Vendor shall also execute and deliver or cause to be executed and delivered to the Purchasers two copies of such other documents relevant to the closing of the transactions contemplated hereby as the Purchasers, acting reasonably, may request.
(b) Each Purchaser shall deliver to the Vendor a certificate of status and two copies, certified by a senior officer of the Purchaser as of the Closing Date, of its constating documents and by-laws and of the resolution authorizing the execution, delivery and performance by the Purchaser of this Agreement and any documents to be provided by it pursuant to the provisions hereof. Each Purchaser shall also execute and deliver or cause to be executed and delivered two copies of such other documents relevant to the closing of the transactions contemplated hereby as the Vendor, acting reasonably, may request.
Delivery of Closing Documentation. Each of FlexSemi and Flex USA shall deliver to the Purchasers a certificate of status and two copies, certified by a senior officer of Flex Semi or Flex USA, as the case may be, as of the Closing Date, of its certificate of incorporation, and by-laws and of the resolutions of the Board of Directors and shareholders of such entities authorizing the execution, delivery and performance by FlexSemi or Flex USA, as the case may be, of this Agreement and any agreements to be entered into by any of them as expressly contemplated by this Agreement.
Delivery of Closing Documentation. Each of the Lenders shall have --------------------------------- received a complete copy of the Closing Documentation.
Delivery of Closing Documentation. At the Closing, the Sellers shall deliver to Purchaser the following documents:
(a) Notices issued by each Seller in the terms of section 215 of Law n° 19,550 and the pertinent registration in the shareholders’ registry book.
(b) Share Certificates of the Company.
(c) Books, seals and any other corporate and accounting books or records of the Company, including but not limited to corporate minute books and stock ledger books.
(d) Resignations of the members of the board of directors of the Company, and their resignations to receive any retribution and severance payment.
(e) Originals of all powers of attorney issued.
(f) Any other relevant documentation
Delivery of Closing Documentation. (1) On or before the Closing Date,
(1) Purchaser shall deliver, or cause to be delivered to Seller the following documents ("Purchaser's Documents"):
(1) duly issued share certificates representing the Exchange Shares;
(2) certified copies of extracts from directors' resolutions or minutes of meetings, and written evidence of such other approvals or consents to the issuance of the Exchange Shares as are required under the articles and by-laws of Purchaser, and, applicable laws, to carry out the transactions contemplated by this Agreement;
(3) a favourable opinion from Purchaser's solicitors as requested hereunder in form satisfactory to the solicitors for Seller and Seller's Shareholders, acting reasonably;
(4) satisfactory evidence of Regulatory Body and any other approvals required hereunder; and
(5) such other certificates, agreements or other documents as may reasonably be required by Seller or Seller's Shareholders or their solicitors, acting reasonably, to give full effect to this Agreement.
(2) Seller and, as applicable, Seller's Shareholders, shall deliver or cause to be delivered to Purchaser the following documents ("Seller's Documents"):
(1) duly issued share certificates representing the Seller Shares, duly endorsed for transfer to Purchaser;
(2) certified copies of extracts from directors' and shareholders' resolutions, and written evidence of such other approvals or consents as are required under the constating documents of Seller to validly conclude the transactions contemplated hereunder;
(3) documents evidencing the due exercise of the Xxxxxxxxxxxxx.xxx Option by the Seller's Subsidiary;
(4) a favourable opinion from the solicitors for Seller as required in a form which is satisfactory to Purchaser's solicitors, acting reasonably; and
(5) such other certificates, agreements or other documents as may reasonably be required by Purchaser or its solicitors, acting reasonably, to give full effect to this Agreement.
Delivery of Closing Documentation. 30 8.6 Action by the Purchaser and the Vendor................................. 32 8.7
Delivery of Closing Documentation. The Subscriber agrees that the following must be delivered to the Company by December 30, 2014 at 3:00 p.m. (Vancouver time) by fax, email or courier as per and including the cover page hereof:
(a) the ticked cover page and completed and signed pages of this Subscription Agreement;
(b) if the Subscriber is subscribing for less than $150,000 of Special Warrants, a completed and executed copy of the Accredited Investor Certificate in the form attached as Schedule “B” hereto;
(c) if the Subscriber is a U.S. Person, a completed and executed U.S. Accredited Investor Certificate, in the form attached hereto as Schedule “C”, and the Registration Rights Agreement attached as Schedule “D”;
(d) delivery by certified cheque or bank draft or wired funds for the total Subscription Amount. The Subscriber acknowledges and agrees that such documents, when executed and delivered by the Subscriber, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Subscriber hereunder in favour of the Company. The Subscriber consents to the filing of such documents as may be required to be filed with the TSX, NYSE MKT or other securities regulatory authority in connection with the transactions contemplated hereby.
