Buyer’s Obligations At Closing, Buyer shall deliver or cause to be delivered to Seller the following:
Seller’s Obligations 1.1 On Closing, the Sellers shall deliver, procure the delivery of, or make available to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company: (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;
Conditions to Seller’s Obligations Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all of the following conditions: