Vendor’s Closing Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the following:
(1) the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at the Closing Time;
(2) a true copy of the Approval and Vesting Order;
(3) the General Conveyance, duly executed by the Vendors;
(4) the Access Agreement, duly executed by the Vendors and the Monitor;
(5) all consents to the assignment of the Assigned Contracts and Permits and Licences, to the extent obtained by the Vendors prior to Closing;
(6) all consents to the assignment of the Critical Permits and Licences, to the extent the Purchaser has not obtained permits and licences to replace Critical Permits and Licences;
(7) a true copy of the Assignment Order granted by the Court, if any, in respect of any Assigned Contracts (other than Additional Non-Assignment Order Assigned Contracts) for which consents to assignment were required which have not been obtained;
(8) the Assignment and Assumption Agreement, duly executed by the Vendors;
(9) the Deed(s) of Sale (and any affidavits required to be appended thereto for purposes of registration), duly executed by the applicable Vendors;
(10) the Mining Rights Transfer(s), duly executed by the applicable Vendors;
(11) a bring-down certificate executed by a senior officer of each of the Vendors dated as of the Closing Date, in form and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) all of the representations and warranties of such Vendor hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a date specified therein, as of such date, and (ii) all of the terms and conditions set out in this Agreement to be complied with or performed by such Vendor at or prior to Closing have been complied with or performed by such Vendor in all material respects;
(12) if applicable, the documents or elections referred to in Section 3.6(1);
(13) clearance letter from the WHSCC in respect of Wabush Mines;
(14) (i) the resignation of the Vendors’ nominees as officers of Xxxxx Lake and as directors to the board of directors of Xxxxx Lake, and (ii) evidence of the appointment of Purchaser’s nominees to such board of directors by the filling of two or more of the vacancies therein, all in a manner satisfactory to the Parties, acting reasonably, and pursuant to resolutions passed at a board meeting of Xxxxx Lake duly called for...
Vendor’s Closing Deliveries. At Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all certificates, agreements, documents and instruments as required under Section 4.1(1)(h).
Vendor’s Closing Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the following:
(1) all of the Purchased Assets, provided that delivery shall occur in situ at the Bloom Lake Mine and the Xxxxxx Mine;
(2) a true copy of the Approval and Vesting Order;
(3) the Xxxxx Xxxx of Sale, duly executed by Bloom Lake LP;
(4) the Wabush Xxxx of Sale, duly executed by Wabush Iron and Wabush Resources;
(5) a bring-down certificate executed by a senior officer of each of the Vendors dated as of the Closing Date, in form and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) all of the representations and warranties of such Vendor hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a date specified therein, as of such date, and (ii) all of the terms and conditions set out in this Agreement to be complied with or performed by such Vendor at or prior to Closing have been complied with or performed by such Vendor in all material respects; and
(6) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Vendor’s Closing Deliveries. At the Closing, the Vendor shall deliver or cause to be delivered to the Purchaser the following documents:
(a) a general conveyance/xxxx of sale of the Assets; and
(b) all deeds of conveyance, bills of sale, assurances, transfers, assignments, consents, and such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement.
Vendor’s Closing Deliveries. At the Closing Time, the Vendors shall deliver or cause to be delivered to the Purchaser the following:
(a) the certificate of registration of the Purchaser in the register of shareholders of Schelfhout as owner of the Shares;
(b) a certified copy of a resolution of the board of directors of Schelfhout authorizing the transfer of the Shares from the Vendors to the Purchaser;
(c) a certificate executed by each of the Vendors certifying that the representations, warranties and covenants in Section 5.1 are true and correct as at the Closing;
(d) a release of all claims against Schelfhout in favour of the Purchaser and Schelfhout in the form attached hereto as Schedule 3.2(e), duly executed by each of the Vendors; and
(e) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement.
Vendor’s Closing Deliveries. The Vendor agrees to deliver to the Purchaser on or before the Closing Date: wire transfer particulars for the Vendor's lawyers' trust account and a direction re: funds permitting payment of the balance of the Purchase Price thereto; the statutory declaration about its residency contemplated in Section 33 of this Agreement; all keys, combination to locks and security passes for the Property; and
Vendor’s Closing Deliveries. At the Closing, the Vendor shall deliver or cause to be delivered to the Purchaser the following documents:
(a) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation with respect to Amalco and the Vendor;
(b) a certificate of the President or other senior officer of the Vendor certifying:
(i) the corporate status of the Vendor;
(ii) the resolutions of the management, board and/or (if required by Applicable Law) equity holder(s) of the Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor; and
(iii) the incumbency and signatures of the officers of the Vendor executing this Agreement and any other document relating to the transactions contemplated by this Agreement;
(c) the certificate or certificates representing the Shares;
(d) a transfer instrument for the Shares, duly executed by the Vendor;
(e) a transfer instrument for the New Intercompany Receivable, duly executed by the Vendor;
(f) resignations and releases of the directors and officers of Amalco;
(g) the minute books, share certificate books and corporate seal of Amalco and each of the NovaGold Subs;
(h) a bring-down certificate of the President or other senior officer of the Vendor dated as of the Closing Date; and
(i) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Purchaser, acting reasonably.
Vendor’s Closing Deliveries. At Closing, Vendor shall deliver or cause to be delivered to Purchaser the following:
(1) those items required to be delivered under Section 4.1(1);
(2) original share registers, share transfer ledgers, minute books and corporate seals (if any) of the Target Corporations;
(3) an original partnership record book for the partnership containing original unit registers, unit transfer ledgers, and the Limited Partnership Agreement;
(4) in respect of each Target Entity:
(a) share certificate(s) or unit certificates representing all of the issued and outstanding shares or units of the Target Entity registered in the names of one or more of the Target Entities or the Vendor, as applicable;
(b) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation or governing its corporate existence;
(c) a certificate of a senior officer certifying the corporate status, partnership status and Constating Documents of the Target Entity;
(d) written resignations of those directors and officers of the Target Entity specified by Purchaser, in each case with effect from the Effective Time, together with mutual releases, substantially in the form customary for a Transaction of this nature; and
(e) a true, accurate and complete list of the accounts and safety deposit boxes of the Target Entities and of Persons holding general or special powers of attorney from the Target Entities and which sets out:
(i) the name of each bank, trust company or similar institution in which each Target Entity has accounts or safety deposit boxes, the number or designation of each such account and safety deposit box and the names of all Persons authorized to draw thereon or to have access thereto; and
(ii) the name of each Person holding a general or special power of attorney from a Target Entity and a summary of the terms thereof;
(5) in respect of Vendor:
(a) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation or governing its corporate existence;
(b) a certificate of a senior officer certifying:
(i) the resolutions of the board of directors and/or (if required by Applicable Law) shareholders of Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by Vendor; and
(ii) the incumbency and signatures of the officers of Vendor executing this Agreement and any other document relat...
Vendor’s Closing Deliveries. At the Closing, the Vendor will deliver, or cause to be delivered, to the Purchaser the following and such other documents as the Purchaser may reasonably require to complete the purchase and sale of the Purchased Shares and the other transactions contemplated hereby:
Vendor’s Closing Deliveries. On or before the Closing Date, the Vendor shall deliver or cause to be delivered to the Purchaser the following:
(a) Statement of Adjustments, to be provided to the Purchaser no later than five (5) business days before the Closing Date;
(b) Transfer of titles to the Purchased Lands in registerable form in favour of the Purchaser subject only to those encumbrances as set out in paragraph 5(a)(iii);
(c) A certificate of the Vendor or an officer of the Vendor confirming that the representations and warranties contained in the section entitled Vendor’s Representations, Warranties and Covenants are true and correct as at the Closing Date with the same force and effect as if each of such representations and warranties were made at and as of the Closing Date;
(d) A certified copy of a resolution of the director(s) of the Vendor authorizing and approving the transaction contemplated herein; and
(e) A mutual undertaking to readjust for any items not determinable on the Closing Date as contemplated by the adjustment provisions contained herein. All documentation shall be in form and substance acceptable to the Purchaser and the Vendor, each acting reasonably and in good faith.
