DOCUMENTS TO BE DELIVERED BY. XXXXXXX TO PURCHASER AND ----------------------------------------------------- PARENT AT THE FIRST CLOSING. --------------------------- In addition to any other documents specifically required to be delivered pursuant to this Agreement, Xxxxxxx shall, and shall cause PHCG to, deliver to Purchaser at the First Closing, in form and substance reasonably satisfactory to Purchaser and its counsel:
(a) Certified copies of the resolutions of the Board of Directors of Xxxxxxx and PHCG authorizing and approving this Agreement and all other transactions and agreements contemplated hereby;
(b) Xxxxxxx' First Legal Opinion;
(c) Xxxxxxx' First Closing Certificate;
(d) A schedule of the New Jersey Assets;
(e) The Amendment to the charter of PHCG New Jersey (as defined below);
(f) The Deed;
(g) The First Xxxx of Sale;
(h) The Certificates of Title;
(i) The original Records, Contracts, Real Property Leases, Personal Property Leases and Permits to be conveyed or assigned to the Purchaser at the First Closing, including all amendments thereto, except to the extent Purchaser may agree that any such items may be delivered outside the First Closing;
(j) Any consents necessary from third parties to the assignment of the Contracts, the Personal Property Leases and the Real Property Leases to Purchaser;
(k) All keys to the Premises, the Automobiles and the premises subject to the Real Property Leases;
(l) A certification on behalf of PHCG New York stating that such entity is not a "foreign person" as defined in the Internal Revenue Code; and
(m) Such other deeds, bills of sale, certificates of title, endorsements, assignments, affidavits and other good and sufficient instruments of sale, assignment, conveyance and transfer, in form and substance reasonably satisfactory to Purchaser and its counsel, as shall be required to vest effectively in Purchaser all of PHCG's right, title and interest in and to the New Jersey Assets and the New York Assets.
DOCUMENTS TO BE DELIVERED BY. WASTE2ENERGY
DOCUMENTS TO BE DELIVERED BY. Each Party to This Agreement at the Closing. At the Closing, each party to this Agreement shall deliver or cause to be delivered to each other party to this Agreement the following:
(a) a certificate of such party, dated the date of the Closing certifying to the fulfillment of the conditions set forth in Section 8.1(a)(i) and Section 8.1(a)(ii) by such party; and
(b) copies of all Consents received by such party as of the Closing
(c) the Release in the form of Exhibit 9.2(c).
DOCUMENTS TO BE DELIVERED BY. BUYER TO SELLER At the Closing, Buyer will deliver the following to Seller:
DOCUMENTS TO BE DELIVERED BY. HOLDER(S). Each of the Holder(s) participating in any of the forxxxxxx offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling securityholders.
DOCUMENTS TO BE DELIVERED BY. THE PURCHASER At the Closing, the Purchaser shall deliver to the Vendors the following:
(a) evidence of the payments required to be made pursuant to Section 3.2 hereof;
(b) the certificate referred to in Section 8.2(d) hereof;
(c) the opinion of the Purchaser's Solicitors in a form acceptable to the Vendors acting reasonably;
(d) the Release of Guarantee Agreement in the form of Exhibit "G";
(e) Indemnity of Financial in the form set out in Exhibit "H";
(f) such other documents as the Vendors reasonably request.
DOCUMENTS TO BE DELIVERED BY. NRI. At the closing, NRI shall deliver to ODOL the following documents:
a. Certificates for all outstanding shares of NRI common stock in the manner and form required by subparagraph 1.
DOCUMENTS TO BE DELIVERED BY the Vendor and the Company prior to the Closing Date. Not later than two calendar days prior to the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Vendor and the Company shall also execute and deliver, or cause to be delivered, to the Purchaser and/or the Escrow Agent, as applicable, all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer all of the Purchased Shares to the Purchaser free and clear of all Liens, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) all documentation as may be necessary and as may be required by counsel for the Purchaser, acting reasonably, to ensure that all of the Purchased Shares are transferred, assigned and are registerable at the Closing in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws;
(b) certificate(s) representing the Purchased Shares registered in the name of the Vendor, duly endorsed for transfer to the Purchaser or irrevocable stock powers transferring the Purchased Shares to the Purchaser;
(c) a certificate representing the Purchased Shares for the Company registered in the name of the Purchaser;
(d) a certified copy of the resolutions of the Board of Directors of each of the Company and the Vendor authorizing the transfer by the Vendor to the Purchaser of the Purchased Shares and any other securities in and to the Company;
(e) such documentation as may be required and dated as at the Closing Date, and addressed to the Purchaser and its counsel, in form and substance satisfactory to the Purchaser's counsel, acting reasonably, evidencing the Vendor's commitment to provide the balance, if any, of any and all Working Capital not otherwise advanced by the Purchaser to the Company prior to Closing;
DOCUMENTS TO BE DELIVERED BY the Optionor prior to the Closing Date. In this section "6.3" references to "Closing Date" shall mean the Initial Closing Date and/or the Second Closing Date, as applicable. Not later than five calendar days prior to the Closing Date, the Optionor shall execute and deliver, or cause to be delivered, to the Escrow Agent all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Optionee, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of an undivided fifty percent (50%) (or further ten percent (10%)) legal, beneficial and registerable interest in and to the mineral property concession interests comprising the Property to the Optionee (or, at the sole and absolute discretion of the Optionee, to such other entity or subsidiary as may be determined by the Optionee prior to the Closing Date) free and clear of all liens, charges and encumbrances and, in particular including, but not being limited to, the following materials:
(a) all documentation as may be necessary and as may be required by counsel for the Optionee, acting reasonably, to ensure that an undivided fifty percent (50%) (or further ten percent (10%)) legal, beneficial and registerable interest in and to the mineral property concession interests comprising the Property has been duly transferred, assigned and is registerable in the name of and for the benefit of the Optionee (or, at the sole and absolute discretion of the Optionee, to such other entity or subsidiary as may be determined by the Optionee) under the laws of the United States;
DOCUMENTS TO BE DELIVERED BY. PURCHASER AND PARENT AT THE -------------------------------------------------------- SECOND CLOSING. -------------- In addition to any other documents specifically required to be delivered pursuant to this Agreement, Parent and Purchaser shall deliver to Xxxxxxx at the Second Closing, in form and substance reasonably satisfactory to Xxxxxxx and its counsel:
(a) Purchaser's Second Legal Opinion;
(b) Purchaser's and Parent's Second Closing Certificates; and
(c) A check from Purchaser payable to Xxxxxxx in the amount of $200,000.
