Common use of Documents Delivered by Purchaser Clause in Contracts

Documents Delivered by Purchaser. On the Closing Date, the Purchaser will deliver or cause to be delivered to the Vendor: (a) a certified copy of the resolution of the directors of the Purchaser approving this Agreement and the transactions contemplated by this Agreement: (b) a certified copy of the resolutions of the directors of the Purchaser approving the issuance of the Purchase Shares to the Vendor; (c) copies of the Certificates representing the Purchase Shares in the names of the Vendor: (d) a certificate of the president of the Purchaser certifying, as of the Date of Closing, that the representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the date of this Agreement and will be true and correct as of the date of Closing as if made by the Purchaser on the Closing Date: (e) written resignations and general releases of the existing directors and officers of thePurchaser; (f) a certified copy of the minutes of a directors meeting at which nominees of the Vendor are appointed, to the board of directors of the Purchaser; (g) an opinion of counsel to the Purchaser, dated as of the Closing Date, and addressed to the Vendor and their counsel, in form and substance satisfactory to the Vendor acting reasonably, including the following: (i) the due incorporation, valid existence and standing of the Purchaser and its qualification to carry on business; (ii) the authorized and issued capital of the Purchaser; (iii) all necessary steps and proceedings have been taken in connection with the execution, delivery and performance of this Agreement and the transactions contemplated herein; and (iv) the due issuance of the Purchase Shares as fully paid and non-assessable and having been issued in accordance with applicable securities laws.

Documents Delivered by Purchaser. On the Closing Date, the Purchaser will deliver or cause to be delivered to the Vendor: (a) a certified copy of the resolution of the directors of the Purchaser approving this Agreement and the transactions contemplated by this Agreement: (b) a certified copy of the resolutions of the directors of the Purchaser approving the issuance of the Purchase Shares to the Vendor; (c) copies of the Certificates representing the Purchase Shares in the names of the Vendor: (d) a certificate of the president of the Purchaser certifying, as of the Date of Closing, that the representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the date of this Agreement and will be true and correct as of the date of Closing as if made by the Purchaser on the Closing Date: (e) written resignations and general releases of the existing directors and officers of thePurchaser; (f) a certified copy of the minutes of a directors meeting at which nominees of the Vendor are appointed, to the board of directors of the Purchaser; (g) an opinion of counsel to the Purchaser, dated as of the Closing Date, and addressed to the Vendor and their counsel, in form and substance satisfactory to the Vendor acting reasonably, including the following: (ih) the due incorporation, valid existence and standing of the Purchaser and its qualification to carry on business; (ii) the authorized and issued capital of the Purchaser; (iii) all necessary steps and proceedings have been taken in connection with the execution, delivery and performance of this Agreement and the transactions contemplated herein; and (iv) the due issuance of the Purchase Shares as fully paid and non-assessable and having been issued in accordance with applicable securities laws.