Documents to be Delivered by the Purchaser. At or prior to the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, the Purchaser shall deliver, or cause to be delivered, to Seller, or shall otherwise cause to occur, the following: (a) a certificate of a duly authorized representative of the Purchaser certifying that the closing conditions set forth in Sections 6.1. (with respect to the conditions applicable to the Purchaser) and 6.3. have been satisfied, or, in latter case, waived, and that Purchaser has obtained all corporate authorizations and Consents referred to in Sections 4.2 and 4.3. below; (b) the payment of the Amazônia Purchase Price, including evidence of the wire transfer referred to in Section 2.3. hereof; (c) the Assignment of the Amazônia Subscription Rights Agreement for the Amazônia Subscription Rights regarding Amazônia Holding Shares, in the form and substance attached hereto as Annex E; (d) a certificate issued by the Purchaser confirming that the representations and warranties of Purchaser contained herein are true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct) as of the Amazônia Closing or the Alternative Amazônia Closing, as the case may be (except that representations and warranties that are made as of a specific date) and that it has complied in all material respects with all the covenants and agreements of the Purchaser contained herein; and (e) an opinion of legal counsel to Purchaser substantially in the form of Schedule 2.6(e) hereto. 2.6.1. Purchaser shall indicate in writing before the Amazônia Closing Date or the Amazônia Alternative Closing Date, as the case may be, the names of each of the officers and members of the Board of Directors is willing to appoint and elect for to each of the Amazônia Companies at the shareholders meetings to take place on the Amazônia Closing Date or the Amazônia Alternative Closing Date (as the case may be), that shall replace the officers and members of the Board of Directors of the Amazônia Companies occupying such positions at the Amazônia Closing Date or the Amazônia Alternative Closing Date (as the case may be).
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Samples: Stock Purchase Agreement (Telemar Norte Leste S.A.), Stock Purchase Agreement (Vivo Participacoes S.A.), Stock Purchase Agreement (Telemar Norte Leste S.A.)
Documents to be Delivered by the Purchaser. At or prior to the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, the Purchaser shall deliverexecute, where necessary or cause to be deliveredappropriate, to Seller, or shall otherwise cause to occur, and deliver each and all of the following:
(ai) a certificate of a duly authorized representative Remittance of the Purchaser certifying that Purchase Price (excluding the closing conditions set forth in Sections 6.1. (with respect Earn Out Amounts) pursuant to the conditions applicable to the Purchaser) and 6.3. have been satisfied, or, in latter case, waived, and that Purchaser has obtained all corporate authorizations and Consents referred to in Sections 4.2 and 4.3. below;
(b) the payment of the Amazônia Purchase Price, including evidence of the wire transfer referred to in Section 2.3. 2.2 hereof;
(cii) the Assignment of the Amazônia Subscription Rights Agreement for the Amazônia Subscription Rights regarding Amazônia Holding Shares, A certificate in the form and substance attached of EXHIBIT F hereto as Annex E;
(d) a certificate issued signed by duly authorized officers of the Purchaser confirming and the Purchaser Parent, dated as of the Closing Date, to the effect that (x) the representations and warranties of made by the Purchaser contained herein and the Purchaser Parent in this Agreement and in the Ancillary Documents to be executed and delivered by the Purchaser and the Purchaser Parent pursuant to this Agreement and the Ancillary Documents are true and correct at and as of the Closing, and (y) each of the Purchaser and the Purchaser Parent has respectively performed and complied, in all material respects respects, with all of its covenants, agreements and obligations under this Agreement and the Ancillary Documents which are to be performed and complied with by the Purchaser or the Purchaser Parent on or prior to the Closing;
(except for representations and warranties that are qualified as to materiality, which shall be true and correctiii) as A copy of the Amazônia Closing or the Alternative Amazônia Closing, as the case may be (except that representations and warranties that are made as of a specific date) and that it has complied in all material respects with all the covenants and agreements of the Purchaser contained herein; and
(e) an opinion of legal counsel to Purchaser substantially in the form of Schedule 2.6(e) hereto.
2.6.1. Purchaser shall indicate in writing before the Amazônia Closing Date or the Amazônia Alternative Closing Date, as the case may be, the names of each of the officers and members of the Board of Directors is willing to appoint and elect for to each of the Amazônia Companies at the shareholders meetings to take place on the Amazônia Closing Date or the Amazônia Alternative Closing Date (as the case may be), that shall replace the officers and members duly adopted resolutions of the Board of Directors of the Amazônia Companies occupying such positions at Purchaser certified by an officer of the Amazônia Purchaser approving this Agreement and the Ancillary Documents and authorizing the execution and delivery of this Agreement and the Ancillary Documents to be executed and/or delivered by the Purchaser pursuant hereto, and the consummation of the transactions contemplated hereby and thereby;
(iv) A certificate of an officer of the Purchaser Parent that the transactions contemplated hereby have been duly authorized for execution and delivery by the Purchaser Parent by all appropriate corporate and other actions.
(v) The Assignment and Assumption Agreement executed by the Purchaser;
(vi) A duly executed written opinion letter by counsel for the Purchaser, dated as of the Closing Date Date, addressed to the Company, as contemplated by Section 8.3 of this Agreement;
(vii) The Escrow Agreement;
(viii) The Transition Services Agreement;
(ix) The Commercial Agreement;
(x) Estimated Purchase Price Adjustment (to be agreed upon by the parties hereto pursuant to Section 2.2(b)); and
(xi) Such other documents and items as are reasonably necessary or appropriate to effect the Amazônia Alternative Closing Date (as consummation of the case transactions contemplated hereby or which may be)be customary under local law.
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Documents to be Delivered by the Purchaser. 6.3.1. At or prior to the Amazônia Peñasquito Royalty Closing or the Alternative Amazônia Closing, as the case may be, the Purchaser shall deliver, deliver or cause to be delivered, delivered to Sellerthe Vendor:
6.3.1.1. a covenant of the Purchaser in favour of the Vendor agreeing to assume and pay or perform and indemnify the Vendor against the Assumed Liabilities and other obligations agreed to be assumed by the Purchaser under this Agreement in the manner and to the extent provided in this Agreement, or shall otherwise cause such other documents as the Vendor may reasonably require in order to occurprovide for such assumption and indemnity;
6.3.1.2. certified copies of those resolutions of the directors and, if required, shareholders of the following:Purchaser required to be passed to authorize the execution, delivery and implementation of this Agreement and of all documents and payments to be delivered by the Purchaser under this Agreement and the completion of the transactions contemplated hereby;
(a) 6.3.1.3. a certificate of a duly authorized representative an officer of the Purchaser certifying as to the accuracy as of the Peñasquito Royalty Closing Date of the Purchaser’s representations and warranties and the performance of its covenants to be performed at or before the Peñasquito Royalty Closing;
6.3.1.4. an opinion of the Purchaser’s internal or external counsel in a form to the reasonable satisfaction of counsel for the Vendor as to the corporate existence of the Purchaser and to the effect that the closing conditions set forth Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser;
6.3.1.5. the wire transfer of immediately available funds for $80,000,000, being portion of the Peñasquito Purchase Price payable in Sections 6.1cash at the Peñasquito Royalty Closing; and
6.3.1.6. (the Promissory Note as evidence of the Purchaser’s obligation to pay the balance of the Purchase Price on the first Business Day after the Peñasquito Royalty Closing.
6.3.2. At the Other Royalties Closing the Purchaser shall deliver or cause to be delivered to the Vendor:
6.3.2.1. certified copies of those resolutions of the directors and, if required, shareholders of the Purchaser required to be passed to authorize the execution, delivery and implementation of all documents to be delivered by the Purchaser under this Agreement in respect of the Other Concessions and the completion of the transactions contemplated hereby with respect to the conditions applicable Other Concessions;
6.3.2.2. a certificate of an officer of the Purchaser as to the Purchaser) and 6.3. have been satisfied, or, in latter case, waived, and that Purchaser has obtained all corporate authorizations and Consents referred to in Sections 4.2 and 4.3. below;
(b) the payment accuracy as of the Amazônia Purchase Price, including evidence Other Royalties Closing Date of the wire transfer referred to in Section 2.3. hereof;
(c) the Assignment of the Amazônia Subscription Rights Agreement for the Amazônia Subscription Rights regarding Amazônia Holding Shares, in the form and substance attached hereto as Annex E;
(d) a certificate issued by the Purchaser confirming that the Purchaser’s representations and warranties and the performance of Purchaser contained herein are true and correct in all material respects (except for representations and warranties that are qualified as its covenants to materiality, which shall be true and correct) as of performed at or before the Amazônia Closing or the Alternative Amazônia Other Royalties Closing, as the case may be (except that representations and warranties that are made as of a specific date) and that it has complied in all material respects with all the covenants and agreements of the Purchaser contained herein; and
(e) an opinion of legal counsel to Purchaser substantially in the form of Schedule 2.6(e) hereto.
2.6.1. Purchaser shall indicate in writing before the Amazônia Closing Date or the Amazônia Alternative Closing Date, as the case may be, the names of each of the officers and members of the Board of Directors is willing to appoint and elect for to each of the Amazônia Companies at the shareholders meetings to take place on the Amazônia Closing Date or the Amazônia Alternative Closing Date (as the case may be), that shall replace the officers and members of the Board of Directors of the Amazônia Companies occupying such positions at the Amazônia Closing Date or the Amazônia Alternative Closing Date (as the case may be).
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