Documents to be delivered to BUYER. Upon delivery and acceptance of the VESSEL, the BUILDER shall deliver to the BUYER the following documents, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE :
(a) PROTOCOL OF TRIALS of the VESSEL made pursuant to the SPECIFICATIONS .
(b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, as specified in the SPECIFICATIONS .
(c) PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under Paragraph 6 of Article VI hereof.
(d) ALL CERTIFICATES including the BUILDERS’s CERTIFICATE required to be furnished upon delivery of the VESSEL pursuant to this Contract and the SPECIFICATIONS , necessary for the registration of the VESSEL and BUYER’s trading requirements. It is agreed that if, through no fault on the part of the BUILDER, the Classifications certificates and/or other certificates are not available at the time of delivery of the VESSEL, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such certificates have been issued. Application and certificate for statutory inspections for the registry of the VESSEL shall be arranged by the BUYER at its expense.
(e) DECLARATION OF WARRANTY of the BUILDER that the VESSEL is delivered to the BUYER free and clear of any liens, charges, claims, mortgages, or other encumbrances upon the BUYER’s title thereto, and in particular that the VESSEL is absolutely free of all burdens in the nature of imposts, taxes or charges imposed by Korean Governmental Authorities, as well as of all liabilities of the BUILDER to its subcontractors, employees and crew, and of the liabilities arising from the operation of the VESSEL in trial runs, or otherwise, prior to delivery.
(f) DRAWING AND PLANS pertaining to the VESSEL as stipulated in the SPECIFICATIONS .
(g) COMMERCIAL INVOICE.
Documents to be delivered to BUYER. Upon delivery and acceptance of the Vessel, Builder shall deliver to Buyer the following documents which shall accompany the Protocol of Delivery and Acceptance:
(a) Protocol of Trials of the Vessel made pursuant to the Specifications.
(b) Protocol of Inventory of the equipment of the Vessel, including spare parts and the like, all as specified in the Specifications.
(c) Protocol of Stores of Consumable Nature referred to under Article VI.3(b), including the original purchase price thereof.
(d) Certificates including Builder’s Certificate required to be furnished upon delivery of the Vessel pursuant to this Contract and the Specifications, including:
(1) Builder’s Certificate issued by the Builder
(2) Classification Certificate issued by the Classification Society
(3) Cargo Ship Safety Radio Certificate issued by the Classification Society or other assigned Authority
(4) Cargo Ship Safety Construction Certificate issued by the Classification Society or other assigned Authority
(5) Cargo Ship Safety Equipment Certificate issued by the Classification Society or other assigned Authority
(6) International Load Line Certificate issued by the Classification Society
(7) International Tonnage Certificate issued by the Classification Society or other assigned Authority
(8) International Oil Pollution Prevention Certificate issued by the Classification Society or other assigned Authority
(9) International Air Pollution Prevention Certificate issued by the Classification Society or other assigned Authority
(10) International Sewage Pollution Prevention Certificate issued by the Classification Society or other assigned Authority
(11) Suez Canal special Tonnage Certificate issued by the Classification Society or other assigned Authority
(12) Certificate of International Convention on the Control of Harmful AFS on Ships issued by the Classification Society or other assigned Authority
(13) Certificate of EIAPP for Main Engine and Auxiliary Engine issued by the Classification Society or other assigned Authority.
Documents to be delivered to BUYER. At the Closing, the following documents shall be delivered to Buyer:
(i) Certificate(s) representing the Shares of Whispering Oaks International, Inc. to be delivered pursuant to this Agreement, duly endorsed or accompanied by duly executed stock powers;
(ii) A certificate executed by Halters and the Company dated the Closing Date, certifying that:
(a) The representations and warranties of Halters and the Company contained in this Agreement are then true in all respects; and
(b) Halters and the Company have complied with all agreements and conditions required by this Agreement to be performed or complied wit by it
(iii) Resignations executed by all of the Company's officers and directors, and a certificate of the Company setting forth the resolution pursuant to which new directors have been elected for the Company, dated the Closing Date, electing those persons designated by Buyer as directors of the Company; and
(iv) All original corporate books and records of the Company which are the possession of Halters.
Documents to be delivered to BUYER. Upon delivery and acceptance of the VESSEL, the BUILDER shall deliver to the BUYER all necessary documents, including but not limited to those listed below, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE:
(a) PROTOCOL OF TESTS AND TRIALS of the VESSEL made pursuant to the Specifications.
(b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, all as specified in the Specifications.
(c) PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under Paragraph 6 of Article VI hereof, including the original purchase price thereof.
(d) ALL CERTIFICATES, including the BUILDER's CERTIFICATE, required to be furnished upon delivery of the VESSEL pursuant to this Contract and the Specifications. It is agreed that if, through no fault on the part of the BUILDER, the classification certificate and/or other certificates are not available at the time of delivery of the VESSEL, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such formal certificates have been issued.
Documents to be delivered to BUYER. Acceptance of the VESSEL by the BUYER shall be conditional upon receipt by the BUYER from the SELLER of the following duly authenticated documents (all in the English language), which shall accompany the aforementioned PROTOCOL OF DELIVERY AND ACCEPTANCE:
(a) PROTOCOL OF TRIALS of the VESSEL made pursuant to the Specifications.
(b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, as specified in the Specifications.
Documents to be delivered to BUYER. At the Closing, Seller shall deliver to Buyer:
(a) certificates representing the Shares free and clear of all Encumbrances, which certificates shall be duly endorsed to Buyer or accompanied by duly executed stock powers in form satisfactory to Buyer;
(b) a copy of the certificate of incorporation of Seller and PDGNB and each Subsidiary, each certified as of a recent date by the Secretary of State of Delaware;
(c) a certificate of good standing of Seller and PDGNB and each Subsidiary, each issued as of a recent date by the Secretary of State of Delaware;
(d) a closing certificate of Seller in a form reasonably satisfactory to Buyer;
(e) a certificate of the secretary or an assistant secretary of Seller in a form reasonably satisfactory to Buyer, dated the Closing Date, certifying as to: (i) Seller's and the Subsidiaries' bylaws; (ii) the resolutions of Seller's board of directors, authorizing the execution and performance of this Agreement, the Seller Ancillary Agreements, and the transactions contemplated hereby; and (iii) incumbency and signatures of its officers executing this Agreement and any Seller Ancillary Agreement;
(f) a certification, dated not more than 30 days prior to the Closing Date, issued by PDGNB pursuant to Treasury Regulation Section 1.897-2(h) that the stock of PDGNB is not a "United States real property interest" as defined in Section 897 of the Code;
(g) resignations of each of the directors and officers of PDGNB and the Subsidiaries effective as of the Closing Date; and
(h) such other certificates and documents as Buyer or its counsel may reasonably request.
Documents to be delivered to BUYER. Upon delivery and acceptance of the DRILLSHIP, the BUILDER shall deliver to the BUYER the following documents, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE.
(a) PROTOCOL OF TRIALS of the DRILLSHIP made pursuant to the Specifications.
(b) PROTOCOL OF INVENTORY of the equipment of the DRILLSHIP, including spare parts and the like, as specified in the Specifications.
(c) PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under paragraph 6 of Article VI hereof.
(d) ALL CERTIFICATES including the BUILDER'S CERTIFICATE required to be furnished upon delivery of the DRILLSHIP pursuant to this Contract and the Specifications. It is agreed that if, through no fault on the part of the BUILDER, the Classification certificates and/or other certificates are not available at the time of delivery of the DRILLSHIP, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such certificates have been issued. Application and certificate for statutory inspections for the registry of the DRILLSHIP shall be arranged by the BUYER at its expense.
Documents to be delivered to BUYER. Upon delivery and acceptance of each of the Units, Builder shall deliver to Buyer the following documents, which shall be attached to the Protocol of Delivery and Acceptance:
1. List of consumable stores, referred to under Paragraph C.2 of Article VI hereof, including the original purchase price thereof.
2. All certificates, including Builder’s certificate, required to be furnished upon delivery of the Unit pursuant to this Contract and the Specifications. If, through no fault on the part of Builder, the classification and/or other certificates are not available at the time of delivery of the Unit, provisional certificates shall be accepted by Buyer, provided that Builder shall furnish Buyer with the formal certificates as promptly as possible after such formal certificates have been issued.
3. Builder’s Bxxx of Sale certifying that the Unit is delivered to Buyer free and clear of any liens, charges, claims, mortgages, or other encumbrances upon Buyer’s title thereto for which Builder is responsible under this Contract.
4. Drawings pertaining to the Units as stipulated in the Specifications.
Documents to be delivered to BUYER. Within ten (10) days after the date of Seller's execution of this Agreement or such other time as may be specified below, Seller shall deliver to Buyer at Seller's expense the following items relating to the Property:
(a) A title insurance commitment ("Commitment") issued by the Title Company showing the status of record title to the Land and Improvements, along with legible copies of all recorded documents referred to in the Commitment, which Commitment commits to insure title to the Property in the Buyer in the amount of the purchase price under an Owner's Policy, ALTA 1992 with the standard printed exceptions contained in such form deleted and the exception for taxes limited to current year taxes not due or payable. Buyer acknowledges receipt of the Commitment and copies of such documents prior to the date hereof. Exceptions (other than preprinted exceptions) shown on Schedule B-2 of the title insurance commitment are referred to below as the "Permitted Exceptions."
(b) A certificate of taxes due covering the Land and the Improvements, prepared by the Treasurer of the County in which the Property is located, which Buyer acknowledges it has received prior to the date hereof.
(c) Within thirty (30) days following the date of Seller's execution of this Agreement, two (2) copies of a survey of the Property prepared by a surveyor registered in the State of Colorado which shall meet the minimum standard detail requirements for ALTA/ACSM Land Title Surveys, for an Urban Survey, jointly established and adopted by ALTA and ACSM in 1992, to be dated not more than thirty (30) days prior to the date of this Agreement, certified to Buyer, Buyer's lender and the Title Company as of a recent date.
(d) Within ten (10) days of Buyer's request therefor, copies of such Reports as Buyer may specifically request shall be furnished to Buyer pursuant to Section 5.1(a) hereof.
(e) A copy of any environmental report concerning the Property in the possession of Seller.
(f) A copy of the Leases and all amendments and modifications thereto, if any.
Documents to be delivered to BUYER. Upon delivery and acceptance of the VESSEL, the SELLERS shall deliver to the BUYER the following documents (all in English language), which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE:
(a) PROTOCOL OF TRIALS of the VESSEL made pursuant to the Specifications.
(b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, all as specified in the Specifications.