The Seller’s Obligations. It is expressly agreed that, anything contained in this Agreement to the contrary notwithstanding, the Seller shall be obligated to perform all of its obligations under the Receivables to the same extent as if the Purchaser had no interest therein and the Purchaser shall have no obligations or liability under Receivables to any Obligor thereunder by reason of or arising out of this Agreement, nor shall the Purchaser be required or obligated in any manner to perform or fulfill any of the obligations of the Seller under or pursuant to any Receivable.
The Seller’s Obligations. On Closing, the Seller shall deliver or make available to the Purchaser the following:
The Seller’s Obligations. In connection with the registration statement referred to in Section 1.2, the Seller shall:
The Seller’s Obligations. On Closing, the Seller shall deliver or make available to the Purchasers the following:
1.1.1 evidence of the due fulfilment of the conditions set out in Clause 4;
1.1.2 evidence that the Seller is authorised to execute this Agreement and the Local Transfer Documents (including, where relevant, any notarial deeds referred to in this Schedule); and
1.1.3 deliver to the Purchaser the duly executed Second Payables Assignment Agreement and the Payables Release Agreement.
The Seller’s Obligations. On each Delayed Closing Date, the Seller shall deliver to the Purchaser any relevant Ancillary Agreements relating to the Delayed Business (including, without limitation, any Local Transfer Documents) duly executed by the relevant member of the Seller’s Group.
The Seller’s Obligations. 5.1.1 Each of the Sellers undertakes to use best endeavours to procure that between the date of signature of this Agreement and Closing:
(i) the business of PLL and PLB is carried on as going concern in the ordinary course as carried on prior to the date of signature of this Agreement, save in so far as agreed in writing by the Purchasers;
(ii) no action is taken to liquidate, wind up or otherwise put any Seller and/or PLL into dissolution and no application for the bankruptcy of any such company is made and no request to grant to any such company a moratorium of payments (sursis or concordat) is filed with any court;
(iii) all material agreements, commitments or arrangements (whether legally binding or not) taken by PLL and PLB remain in place, save where the termination of the relevant agreement, commitment or arrangement is one of the conditions precedent to Closing and therefore specifically provided for in this Agreement;
(iv) the Assets are preserved;
(v) PLL and PLB's benefits and rights under the Transferred Policies are not materially varied and no Transferred Policies are at any time terminated, without the prior written consent of the Purchasers and no rights or powers conferred on PLL and/or PLB at any time following the occurrence of an event of default under any Transferred Policy are exercised unless and until requested to do so by the Purchasers, whereupon PLL and PLB agree that they will do so;
(vi) Intellectual Property or Know-how, which is held by the Sellers and/or PLL and is required by PLL and PLB in order to carry on their business in the manner in which they carried on their business at the date of signature of this Agreement, are preserved;
(vii) all existing licences and consents from the Regulators and/or any other appropriate governments, governmental, supranational or trade agencies, courts or other regulatory bodies (including without limitation exchange control authorities) obtained by PLL and PLB before the date of signature of this Agreement and required by said companies in order to carry on their business in the manner in which they carried on their business at the date of signature of this Agreement are preserved and maintained in force; and
(viii) the constitutional documents of PLL and PLB are not amended; and
(ix) no directors and/or auditors of PLL and PLB are dismissed and no additional directors and/or auditors of PLL and PLB are appointed;
(x) any existing contractual relationship or any other existing agreement ...
The Seller’s Obligations. On Closing, each of the Sellers shall deliver or make available to the Purchaser:
1.1.1 evidence of the due fulfilment of the Indenture Condition and the Waiver Condition;
1.1.2 evidence (in the form of a directors’ resolution in the case of Xxxxxx, and in the form of a shareholders’ resolution in the case of Xxxxxxx and Vinchos, respectively) that the Sellers are authorised to execute this Agreement and any other Transaction Document to which they are party;
1.1.3 1an original copy of the minute (minuta) and public deed (escritura pública) of the Security Trust Agreement duly executed by each Seller and each Target Company;
1.1.4 an original copy of the minute (minuta) and public deed (escritura pública) of the NSR Royalty Deed duly executed by each Seller, Cerro SAC and Oxidos;
1.1.5 an original copy of the Off-take Agreement duly executed by Xxxxxx and Cerro SAC;
1.1.6 delivery of all corporate books and ledgers relating to the Target Companies pursuant to this Agreement and the Security Trust Agreement (as applicable), including the share ledger (matrícula de acciones), books containing the minutes of the shareholders’ meetings (libro de actas de junta general de accionistas), books containing the minutes of the board of directors’ meetings (libro de actas de junta general de accionistas), and the applicable share certificates issued by each Target Company representing its issued and outstanding share capital. For the avoidance of doubt, the share ledgers (matrícula de acciones) of Oxidos and Remediadora Ambiental shall be delivered and/or made available to the Peruvian Trustee as set out in the Security Trust Agreement; and
1.1.7 all accounting records (whether held in electronic or physical form, as applicable) relating to each Target Company.
The Seller’s Obligations. On the date hereof, Seller has delivered to Purchaser or to Purchaser's designee:
6.1.1 The Company's Books and Records including: (i) its minute books containing all records required to be set forth of all proceedings, consents, actions and meetings of the shareholders and Board of Directors; (ii) all permits, orders, and consents issued by any governmental authority with respect to the Company, and all applications for such permits, orders, and consents; and (iii) its transfer books setting forth all transfers of any shares of stock;
6.1.2 the duly executed consents and approvals from all third parties, including, without limitation, the Landlord consents (which consents shall not be conditioned on any increased rental, other payment, reduced term, or other change of Lease terms and shall be in form and substance reasonably satisfactory to the Purchaser) and customary estoppel certificates, all as enumerated on Schedule 6.1.2 hereof;
6.1.3 the Employment Agreement between John Spor and the Purchaser, in substantially the form annexed xx Xxxxxit 6.1.3 hereto;
6.1.4 the Employment Agreement of Leslie D. Major, Jr., substantially in the form of Exhibit 6.0.0, xxxx executed by Mr. Major;
6.1.5 stock certificates representing all of the shares of Stock of the Company owned by Sellers with duly executed stock powers attached;
6.1.6 the Escrow Agreement in the form attached hereto as Exhibit 6.1.6;
6.1.7 a payoff letter of Burke, Mayborn Co., Ltd. (the "Lender") as to the outstanding xxxance, as of the Closing Date, of the Company's indebtedness to Lender in such form as Purchaser's Counsel may reasonably approve (a copy of which was delivered to Purchaser prior to Closing), appropriate evidence of satisfaction of indebtedness in form satisfactory to Purchaser and a statement by Lender authorizing Purchaser to file the Termination Statement on Form UCC-3;
6.1.8 the Escrow Fund will be delivered to the Escrow Agent.
6.1.9 duly executed consents and approvals of the Company adopting the Retention Bonus Plan in the form attached hereto as Exhibit 6.1.9.
The Seller’s Obligations. The Purchaser shall not have any obligation to pay any fee or other compensation to any person, firm or corporation dealt with by the Seller in connection with this Agreement and the transactions contemplated hereby and the Seller hereby agrees to indemnify and save the Purchaser (or its designee) harmless from any liability, damage, cost or expense arising from any claim for any such fee or other compensation.
The Seller’s Obligations. The Seller shall, subject to Clause 7.2, test and Commission the Early Generation Facility and the Plant in accordance with the Commissioning and testing procedures (including test tolerances and criteria) set out in Part A of Schedule 4 and the further procedures agreed or determined pursuant to Clause 7.5 and 7.5A and in accordance with the Prudent Operating Practice.
