Vendor Deliveries. At the Closing Time, the Vendor shall deliver to the Purchaser the following in form and substance satisfactory to the Purchaser:
(a) the certificate of the Vendor contemplated in Section 5.2;
(b) certified copy of the resolution of the directors and the shareholders of the Vendor authorizing the execution and delivery of this Agreement and the performance by the Vendor of the terms of the Agreement; and
(c) all documentation and other evidence reasonably requested by the Purchaser in order to establish the due authorization and consummation of the Transaction, including the taking of all corporate proceedings by the boards of directors and shareholders of the Vendor required to effectively carry out the obligations of the Vendor pursuant to this Agreement.
Vendor Deliveries. At the Closing Time, the Vendor shall deliver to the Purchaser the following in form and substance satisfactory to the Purchaser:
(a) the certificate of the Vendor contemplated in Section 5.2;
(b) an opinion from the Vendor’s IP legal counsel addressed to the Purchaser in form and substance satisfactory to the Purchaser, relating to the Purchased Assets;
(c) certified copy of the resolution of the directors and the shareholders of the Vendor authorizing the execution and delivery of this Agreement and the performance by the Vendor of the terms of the Agreement;
(d) all documentation and other evidence reasonably requested by the Purchaser in order to establish the due authorization and consummation of the Transaction, including the taking of all corporate proceedings by the boards of directors and shareholders of the Vendor required to effectively carry out the obligations of the Vendor pursuant to this Agreement; and
(e) a duly completed and executed patent assignment and any other documentation necessary or reasonably required to transfer the Purchased Assets to the Purchaser with a good and marketable title, free and clear of all Encumbrances whatsoever.
Vendor Deliveries. Vendor, Parent and/or Tanknology-USA shall have delivered to Purchaser:
(a) each of the Tanknology Intellectual Property Transfer Agreement, Tanknology Licence Agreement, Tanknology Support Agreement, Sure-Test Licence Agreement, Sure-Test Support Agreement, USTMAN Agreement and Non-Competition Agreement duly executed by all respective parties thereto other than Purchaser;
(b) the Assignment Conveyance and Assumption Agreement to be executed by all parties thereto;
(c) a certificate dated as of Closing executed by a duly authorized officer of each of Vendor, Parent and Tanknology-USA to the effect that all representations and warranties of Vendor, Parent and Tanknology- USA contained in this Agreement are true and correct at and as of the Closing and all conditions precedent to the obligations of Purchaser to consummate the transactions contemplated herein and not waived by Purchaser have been fulfilled by Vendor, Parent and Tanknology- USA;
(d) certified copies (dated as of the Closing) of the Shareholders of Vendor and the Board of Directors of Parent and Tanknology-USA authorizing and approving the execution and delivery of this Agreement and the consummation of each and every transaction contemplated by this Agreement;
(e) a certificate of incumbency of Vendor, Parent, Tanknology-USA, Pro Eco and USTMAN dated as of the Closing;
(f) the Vendor's Counsel's Closing Opinion; and
(g) the consent and release of Bank One, Texas, N.A. and Bank One, Capital Partners L.P., the consent of the landlord to Purchaser's assumption of the Mississauga office lease, the waiver required by ULC Underwriters Laboratory of Canada and the Xxxx Canada assumption of Vendor's phone line, each as referred to in Schedule 7.1.20.
Vendor Deliveries. Vendor shall deliver to Purchaser, within 10 business days of the date of the Agreement (the "Delivery Date"):
(a) Copy of the compiled/executable code the Technology;
(b) Copy of the source code of the Technology
(c) Other technical information relating to the Technology;
(d) Copies of user manuals and any other documentation relating to the use and operation of the Technology; and
(e) The Servers.
Vendor Deliveries. The Purchaser shall have received at or prior to the Closing Date:
(a) stock certificates representing the Purchased Shares duly endorsed in blank or with stock powers duly executed by Vendor; and
(b) copies of all corporate proceedings taken by the Company and the Vendor authorizing or in connection with the transactions contemplated by this Agreement, certified as of the date hereof by an appropriate officer of the Company and the Vendor, as applicable.
Vendor Deliveries. ● A copy of the resolutions of the directors of the Vendor authorizing the execution and delivery of this Agreement and the performance by the Vendor of the terms of this Agreement.
Vendor Deliveries. At the Closing Time, the Vendor shall deliver to the Purchaser the following in form and substance satisfactory to the Purchaser:
(a) the certificate of the Vendor contemplated in Section 5.2;
(b) all documentation and other evidence reasonably requested by the Purchaser in order to establish the due authorization and consummation of the Transaction, including the taking of all corporate proceedings by the boards of directors and shareholders of the Vendor required to effectively carry out the obligations of the Vendor pursuant to this Agreement; and
(c) a duly completed and executed patent assignment and any other documentation necessary or reasonably required to transfer the Purchased Assets to the Purchaser with a good and marketable title, free and clear of all Encumbrances whatsoever.
Vendor Deliveries. At the Closing, the Major Vendors shall deliver or cause to be delivered to the Purchaser the following documents:
(a) evidence that the Third Party Consents have been obtained;
(b) written resignations from all directors or officers of the Group from their respective positions with the Group, including releases;
(c) all share certificates representing the Purchased Shares, duly endorsed for transfer or accompanied by irrevocable stock transfer powers of attorney duly executed in blank, in either case, by the holders of record, together with evidence satisfactory to the Purchaser that the Purchaser has been entered in the shareholder registry of the Corporation as the holder of record of the Purchased Shares;
(d) the fully executed Pay-Out Letters;
(e) the original copies of the debentures with Novacap marked “cancelled” as of the Closing Date;
(f) the Minority Vendors’ SPAs, duly executed by each of the Minority Vendors;
(g) the Escrow Agreement, duly executed by the Vendors’ Delegate;
(h) employment agreements with Xxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxx Xxxxxxxxxx, duly executed by such individuals;
(i) a Restrictive Covenant Agreement, duly executed by each of the Vendors, Xxxx Xxxxxxx and Xxxxx Xxxxxxxxx;
(j) all Books and Records of the Group and the Business and the originals of the minute books held by the Major Vendors;
(k) Vendors’ Delegate shall deliver a properly completed IRS Form W-9 or applicable IRS Form W-8;
(l) OPI USA shall deliver (or cause to be delivered) a certificate, in form and substance as prescribed by Treasury Regulations promulgated under Section 1445 of the Code, stating that OPI USA is not, and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code (together with proof of timely mailing to the IRS of the notice required to be mailed in connection therewith);
(m) certificate of status of the Corporation, OPIS Canada and OPI USA in each jurisdiction where it or its Subsidiaries exists or is extra-provincially registered and in which it carries on business;
(n) fully executed option cancellation agreements from any Person who held stock options of the Corporation at any time prior to the Closing;
(o) certified copies of the articles and by-laws or other constating documents of each member of the Group;
(p) certified copies of resolutions of the directors...
Vendor Deliveries. In the event of a “Vendor Delivery”, meaning a delivery of Ordered Products by the Vendor without using a Foody Delivery Rider and that is not a direct pick-up by the customer, the Vendor shall:
4.1.15.1. (Delivery Time Estimate) provide Foody and its users with a realistic estimated delivery time;
4.1.15.2. (Delivery On-Time) deliver to the customer all accepted Orders within the time indicated at acceptance by Vendor;
Vendor Deliveries. No later than five (5) Business Days following the Effective Date, to the extent not already delivered or made available to the Purchaser, the Vendor shall deliver to the Purchaser, the Vendor Deliveries. The Vendor will promptly notify the Purchaser should the Vendor become aware of any of any change in any information contained in the Vendor Deliveries provided to the Purchaser under this Agreement. Upon request of the Purchaser, from time to time after the Effective Date, the Vendor shall make available or deliver to the Purchaser, within two (2) Business Days after such request, or such other period of time as may be reasonably requested by the Vendor or required given the nature of the request, such further information and documentation relating to the Property in the possession or control of the Vendor as the Purchaser may reasonably require in order to conduct its due diligence with respect to the construction, ownership, management, operation or development of the Property.
