Common use of Obligations of Vendor Clause in Contracts

Obligations of Vendor. At or prior to the Time of Closing, the Vendor shall: (a) Assign and transfer to the Purchaser the Purchased Shares and deliver the share certificate(s) representing the Purchased Shares duly endorsed for transfer to the Purchaser or as directed by him; (b) Do all other things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser free and clear of any Liens whatsoever; (c) Deliver to the Corporation and the Purchaser all necessary documents (which documents shall be in form and substance reasonably satisfactory to the solicitors for the Purchaser) required to transfer to the Purchaser the indebtedness of the Corporation and the other Shareholder to the Vendor or to otherwise comply fully with the intent of this Agreement; (d) Deliver to the Corporation signed resignations of the Vendor and its nominees, if any, as Directors, officers and employees of the Corporation, as the case may be; (e) Deliver to the Corporation releases by the Vendor and its nominees, if any, of all claims against the Corporation with respect to any matter or thing up to and including the Time of Closing in their capacities as Directors, officers, Shareholders, employees or creditors of the Corporation, as the case may be, except for any claims which might arise out of the Sale Transaction; (f) Deliver to the remaining Shareholder releases by the Vendor and its nominees, if any, all claims against each remaining Shareholder and his respective nominees, if any, in his capacity as a Shareholder, Director or officer of the Corporation, except for any claims which might arise out of the Sale Transaction; and (g) Either provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a non-resident of Canada within the meaning of the Income Tax Act (Canada) or provide the Purchaser with a certificate pursuant to subsection 116(2) of the Income Tax Act (Canada) with a certificate limit in an amount not less than the Purchase Price for the Purchased Shares.

Obligations of Vendor. At or prior to the Time time of Closingclosing, the Vendor shall: (a) Assign and transfer to the Purchaser the Purchased Shares and deliver the share certificate(s) representing the Purchased Shares duly endorsed for transfer to the Purchaser or as directed by him; (b) Do all other things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser free and clear of any Liens liens whatsoever; (c) Deliver to the Corporation and the Purchaser all necessary documents (which documents shall be in form and substance reasonably satisfactory to the solicitors for the Purchaser) required to transfer to the Purchaser the indebtedness of the Corporation and the other Shareholder Shareholders to the Vendor or to otherwise comply fully with the intent of this Agreement; (d) Deliver to the Corporation signed resignations of the Vendor and its his nominees, if any, as Directors, officers and employees of the Corporation, as the case may be; (e) Deliver to the Corporation releases by the Vendor and its his nominees, if any, of all claims against the Corporation with respect to any matter or thing up to and including the Time time of Closing closing in their capacities as Directors, officers, Shareholders, employees employees, or creditors of the Corporation, as the case may be, except for any claims which might arise out of the Sale Transaction; (f) Deliver to the remaining Shareholder Shareholders releases by the Vendor and its his/her nominees, if any, all claims against each remaining Shareholder and his their respective nominees, if any, in his capacity their capacities as a Shareholder, Director or officer of the Corporation, except for any claims which might arise out of the Sale Transaction; and (g) Either provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a non-resident of Canada within the meaning of the Income Tax Act (Canada) or provide the Purchaser with a certificate pursuant to subsection Sub article 116(2) of the Income Tax Act (Canada) with a certificate limit in an amount not less than the Purchase Price purchase price for the Purchased Shares.

Obligations of Vendor. At or prior to the Time of Closing, the Vendor shall: (a) Assign and transfer to the Purchaser the Purchased Shares and deliver the share certificate(s) representing the Purchased Shares duly endorsed for transfer to the Purchaser or as directed if deemed appropriate by him; (b) Do all other things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser free and clear of any Liens whatsoever; (c) Deliver to the Corporation and the Purchaser all necessary documents (which documents shall be in form and substance reasonably satisfactory to the solicitors for the Purchaser) required to transfer to the Purchaser the indebtedness of the Corporation and the other Shareholder to the Vendor or to otherwise comply fully with the intent of this Agreement; (d) Deliver , deliver to the Corporation signed resignations of the Vendor and its nominees, if any, as Directors, officers and employees of the Corporation, as the case may be; (eb) Deliver assign and transfer to the Corporation Purchaser the Purchased Shares and deliver the share certificate(s) representing the Purchased Shares duly endorsed for transfer to the Purchaser or as directed by it; (c) do all other things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser free and clear of any Liens whatsoever including, without limitation, the delivery of any governmental releases by the Vendor and its nomineesdeclarations of transmission (provided that, if anyat the time of Closing, the Purchased Shares are not free and clear of all claims against Liens whatsoever, the Corporation Purchaser may, without prejudice to any other rights which it may have, purchase the Purchased Shares subject to such Liens and, in that event, the Purchaser shall, at the time of Closing, assume all obligations and liabilities with respect to any matter such Liens and the Purchase Price payable by the Purchaser for the Purchased Shares shall be satisfied, in whole or thing up to and including the Time of Closing in their capacities as Directors, officers, Shareholders, employees or creditors of the Corporationpart, as the case may be, except for any claims which might arise out of by such assumption and the Sale Transactionamount so assumed by the Purchaser shall be deducted from the Purchase Price Payable at the Closing); (fd) Deliver to the remaining Shareholder releases by the Vendor and its nomineesif requested, if any, all claims against each remaining Shareholder and his respective nominees, if any, in his capacity as a Shareholder, Director or officer of the Corporation, except for any claims which might arise out of the Sale Transaction; and (g) Either either provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a non-resident of Canada within the meaning of the Income Tax Act (Canada) or or, if required, provide the Purchaser with a certificate pursuant to subsection 116(2) of the Income Tax Act (Canada) with a certificate limit in an amount not less than the Purchase Price for the Purchased Shares; provided that if such evidence or certificate is not forthcoming, the Purchaser shall be entitled to make the payment of tax required under section 116 of the Income Tax Act (Canada) and to deduct such payment from the Purchase Price for the Purchased Shares; and (e) deliver to the Purchaser an agreement or certificate setting out and certifying the matters described in Section 3.3.