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 such purpose; (15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands; (16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and (17) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 2 contracts
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the following:
(1a) the Purchased Assetscertificates issued in the name of the Purchaser, with such delivery or as it directs, representing the Shares to occur in situ wherever such Purchased Assets are located at be issued to the Closing TimePurchaser;
(2b) a true copy certificates of good standing (or equivalent) for each of the Approval and Vesting OrderSunward Companies dated not more than four (4) Business Days prior to the Closing Date;
(3c) certified copies of the General Conveyance, resolutions duly executed adopted by the Vendors;
(4) the Access Agreement, duly executed by the Vendors and the Monitor;
(5) all consents to the assignment board of directors 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 Vendor dated as of the Closing DateDate approving and authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby;
(d) resignations of all individuals who are immediately before the Closing Time directors or officers of the Sunward Companies, and duly executed releases, in a form and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) from each such individual of all of their claims against 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 respectsSunward Companies;
(12e) 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 certified copies of the Vendors’ nominees as officers of Xxxxx Lake and as directors to resolutions duly adopted by the board of directors of Xxxxx Lakethe Corporation as of the Closing Date, approving and authorizing the transactions contemplated in this Agreement, including, without limitation:
(i) the transfer of the Shares from the Vendor to the Purchaser; and
(ii) evidence letters (in the agreed form) informing the British Virgin Islands registered agents of each of the appointment Corporation and Sunward Resources Limited of the transfer of the Shares and that certain Representatives of the Purchaser’s nominees , to such board of directors be designated in writing by the filling of two or more of the vacancies therein, all in a manner satisfactory Purchaser prior to the PartiesClosing Date, acting reasonably, will be their new contacts and pursuant to resolutions passed at a board meeting instructing clients of Xxxxx Lake duly called for such purposerecord;
(15f) the resignation such documents as are necessary to transfer all signing authority in respect of each of the Vendors’ nominees as officers of Northern Lands and as directors Sunward Companies from the Vendor to the board of directors of Northern LandsPurchaser and its nominees;
(16g) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each duly executed copy of the shareholders Vendor Disclosure Statement;
(h) a duly executed copy of Northern Land, the share transfer form or other valid instrument of any and all rights of reimbursement of Wabush Iron transfer in respect of the Northern Land Indebtednesstransfer of the Shares pursuant to this Agreement;
(i) a certified copy of the updated register of members of the Corporation evidencing the transfer of the Shares to the Purchaser;
(j) if applicable, evidence in form and substance satisfactory to the Purchaser, acting reasonably, that all Regulatory Approvals, Consents, Orders and authorizations required to be obtained by the Vendor or the Sunward Companies for the Closing set forth in Schedule 3.1(6) of the Vendor Disclosure Statement have been obtained;
(k) a certificate, dated the Closing Date, and signed on behalf of the Vendor, but without personal liability, by the Chief Executive Officer or the Chief Financial Officer of the Vendor, or such other officer of the Vendor as may be reasonably acceptable to the Purchaser, certifying that: (i) the Vendor has complied with all covenants and satisfied all terms and conditions hereof to be complied with and satisfied by the Vendor at or prior to the Closing Time; and (ii) all the representations and warranties of the Vendor contained herein are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time; and
(17l) 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, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the PartiesPurchaser, acting reasonably.
Appears in 2 contracts
Samples: Share Purchase Agreement (NovaCopper Inc.), Share Purchase Agreement
Vendor’s Closing Deliveries. At the or prior to Closing, the Vendors Vendor 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, following in form and substance satisfactory to the Purchaser, acting reasonably:
(a) the Vendor Closing Certificate;
(b) an executed stock transfer form in favour of the Purchaser relating to the Purchased Shares;
(c) share certificates representing the Purchased Shares and the Subsidiaries’ Securities (or, certifying that if such certificates are not available, an indemnity in a form satisfactory to the Purchaser in the case of any missing certificates);
(d) certified copies of (i) all the Governing Documents and Corporate Records of each 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 orAcquired Companies, if made as of a date specified therein, as of such date, and (ii) all required resolutions 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 Lakethe Vendor approving the entering into and completion of the transactions contemplated by this Agreement, 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 such purpose;
(15iii) the resignation resolution of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Landsthe Corporation authorizing the transfer of the Purchased Shares, the writing up of the register of members and the issuance of new share certificates representing the Purchased Shares in the name of the Purchaser, approving the resignations and appointment of directors and officers of the Corporation (such Persons to be notified by the Purchaser to the Vendor no later than five (5) Business Days prior to the Closing Date) and the completion of the transactions contemplated by this Agreement and the Ancillary Agreements in a form reasonably acceptable to the Purchaser and approving, effective as of Closing, the revocation of all existing instructions to the bankers of the Corporation and the giving of new instructions to such bankers as the Purchaser may nominate, in such form as the Purchaser directs in writing;
(16e) an updated register of members of the Corporation showing the Purchaser as the holder of the Corporation Shares;
(f) a certificate of good standing (or local equivalent) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders Acquired Companies issued by appropriate government officials;
(g) a signed letter, in agreed form, from the Vendor to the Corporation’s Nominated Officer confirming that all of Northern Landthe Corporation’s current registered beneficial owners will, upon Closing, have ceased to be a registrable beneficial owner (within the meaning of any section 3(1) of the Isle of Man Beneficial Ownership Act 2017) in relation to the Corporation;
(h) the IP Licence and the Transition Services Agreement, duly executed by the Vendor or its subsidiaries (as the case may be);
(i) the [REDACTED – ENTITY NAME] Consent duly executed by the parties thereto;
(j) the Reorganization Documents duly executed by the parties thereto;
(k) a consent from [REDACTED – ENTITY NAME] with respect to the transactions contemplated herein duly executed by [REDACTED – ENTITY NAME];
(l) release(s) in a form reasonably acceptable to the Purchaser from [REDACTED – ENTITY NAME] evidencing that the Corporation are fully released and discharged from all rights of reimbursement of Wabush Iron past, present and future liabilities and obligations howsoever arising in respect of (a) its Liens and pledged securities listed on Disclosure Schedule 8.1(b), and (b) all obligations of the Northern Land IndebtednessCorporation under the Vendor’s Credit Facility and Liens granted thereunder;
(m) an undertaking duly executed by [REDACTED – ENTITY NAME], in a form and substance satisfactory reasonably acceptable to the Purchaser, acting reasonablyto execute and deliver all required documents to discharge all Released Liens on or immediately after Closing;
(n) written resignations of each of the non-continuing directors and officers of the Acquired Companies (such Persons to be notified by the Purchaser to the Vendor no later than five (5) Business Days prior to the Closing Date) effective as at the Closing Date in a form reasonably acceptable to the Purchaser containing an acknowledgement that he or she has no claim against the Corporation, whether for loss of office or otherwise;
(o) all books, records, keys, credit cards and other property (if any) of the Corporation that are in the possession or under the control of the Vendor, any of its Affiliates or any person who resigns as a director or officer of the Corporation in accordance with this Section 6.2; and
(17p) such other agreements, documents a copy of the bank mandate (if any) of the Corporation and instruments copies of bank statements in respect of each account of the Corporation as may be reasonably required by at the Purchaser close of business on the last Business Day prior to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonablyClosing.
Appears in 1 contract
Samples: Share Purchase Agreement (Liminal BioSciences Inc.)
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor and Merrimac shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1a) all keys, entry devices and passcodes with respect to the Purchased Assets including combinations to any locks or vaults;
(b) original copies of the Leases and other Contracts and all files and correspondence relating to them;
(c) certificate of a senior officer of the Vendor dated as of the Closing Date in the form of Exhibit C;
(d) a certificate of a senior officer of Merrimac dated as of the Closing Date in the form of Exhibit C;
(e) evidence in form satisfactory to the Purchaser acting reasonably that the Consents and Regulatory Approvals have been obtained;
(f) evidence in form satisfactory to the Purchaser that any security interests mortgages, charges, security agreements, guarantees, liens and other encumbrances upon the Purchased Assets in favour of the Bank of Nova Scotia or any other similar security interests mortgages, charges, security agreements, guarantees, liens and other encumbrances upon the Purchased Assets as the Purchaser may reasonably request, have been released, terminated and discharged;
(g) a duplicate copy of the Clearance Certificates;
(h) the Purchased Assetselections referred to in Sections 2.8, with such delivery 2.9 and 2.11;
(i) evidence satisfactory to occur the Purchaser that the bulk sales legislation in situ wherever such each of the jurisdictions in which the Purchased Assets are located at has been complied with or that the Closing Timesale of the Purchased Assets is exempt from compliance with such legislation;
(2j) evidence satisfactory to the Purchaser that the Purchaser has been added as a true copy beneficiary and loss payee to the insurance in respect of the Approval and Vesting OrderLeased Premises for the Technology Transfer Period;
(3k) evidence satisfactory to the General ConveyancePurchaser that both Xxxx Xxxxxx and Xxx Xxxxx have been added as signatories to all of the Vendor’s bank accounts;
(l) a purchase certificate in form satisfactory to the Purchaser from the Workplace Safety and Insurance Board;
(m) a non-competition agreement substantially in the form of Exhibit D, duly executed by the VendorsVendor and Merrimac;
(4n) a customer agreement between the Access AgreementPurchaser and Merrimac in the form of Exhibit E, duly executed whereby Merrimac shall commit to (i) continue to place existing work at Filtran with the Purchaser; (ii) provide the Purchaser with between US$600,000 and US$800,000 of annual business, provided that the Purchaser meets mutually agreed upon quality, delivery and price metrics; and (iii) provide the Purchaser with internal costs for parts that are built in-house by the Vendors Merrimac and the Monitorhistorical prices for parts bought from outside suppliers;
(5o) all consents to a teaming agreement between the assignment Purchaser and Merrimac in the Form of Exhibit F whereby Merrimac shall partner with the Assigned Contracts and Permits and Licences, to Purchaser for the extent obtained by the Vendors prior to ClosingEQ 36 Program;
(6p) all consents to a Transitional Services Agreement in the assignment form of the Critical Permits and Licences, to the extent the Purchaser has not obtained permits and licences to replace Critical Permits and LicencesExhibit G;
(7q) a true copy an opinion of the Assignment Order granted by the Court, if any, Vendor’s Counsel 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron Merrimac in respect of the Northern Land Indebtednessenforceability of this Agreement and the ancillary agreements to this Agreement, substantially in the form and substance satisfactory to of Exhibit H;
(r) the Purchaser, acting reasonablyOccupancy Agreement in the form of Exhibit I; and
(17s) 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, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the PartiesPurchaser, acting reasonably.
Appears in 1 contract
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents or things:
(1a) an executed share transfer in respect of the Shares, together with such other deeds of assignment or transfer as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, duly executed by the Vendor;
(b) an executed share transfer in respect of the Common Share held by Xxxxxxxx Xxxxxxxx (the “Nominee Share”), together with such other deeds of assignment or transfer as may be reasonably required by the Purchaser to complete the transfer of the Nominee Share, duly executed by Xxxxxxxx Xxxxxxxx;
(c) the Purchased Assetscertificates representing the Shares and the Nominee Share duly endorsed in favour of (or as directed by) the Purchaser;
(d) the original minute books and share register of the Corporation and any other original statutory books and records of the Corporation in the Vendor’s possession (with the share register updated to reflect the Purchaser (and/or its nominee) as the registered holder of the Shares);
(e) a bring-down certificate of a senior officer of the Vendor dated as of the Closing Date certifying that (i) the representations and warranties of the Vendor in Section 3.1 are true and correct in all material respects at the Closing (other than those that are qualified as to materiality, which shall be true and correct in all respects at the Closing after giving effect to such qualification) with the same force and effect as if such delivery representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall be true and correct as of that date); and (ii) the Vendor has performed and complied with all of the terms and conditions in this Agreement on its part to occur in situ wherever such Purchased Assets are located be performed or complied with at or before the Closing Time;
(2f) certified copies of (i) the constating documents and by-laws of the Vendor; (ii) the resolutions of the board of directors of the Vendor approving the execution, delivery and performance of this Agreement; and (iii) a true copy list of the Approval directors and Vesting Orderofficers of the Vendor authorized to sign this Agreement or other agreements and documents referred to in this Agreement to which the Vendor is a party, together with their specimen signatures;
(3g) a certificate of status with respect to each of the General ConveyanceVendor and the Corporation issued by appropriate government officials of its jurisdiction of incorporation, duly executed by the Vendorscontinuance or creation;
(4h) evidence in form satisfactory to the Purchaser, acting reasonably, that the consents and waivers of each of the third parties set forth in Schedule 4.2(h) have been obtained;
(i) the Access NSR Agreement, duly executed by the Vendors Vendor and the MonitorCorporation;
(5j) all consents a counterpart to the assignment of the Assigned Contracts and Permits and LicencesPre-Emptive Right Agreement, to the extent obtained duly executed by the Vendors prior to ClosingVendor;
(6k) the Amended Glencore Agreements duly executed by 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 Licencesparties thereto;
(7l) a true copy of counterpart to 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 Glencore Assignment and Assumption Agreement, duly executed by the VendorsVendor and Glencore International AG;
(9m) the Deed(s) Books and Records of Sale (and any affidavits required to be appended thereto for purposes of registration), duly executed by the applicable VendorsCorporation;
(10n) an executed copy of the Mining Rights Transfer(s)public deed of the cancellation of the Constitution and Pre-Constitution of Pledge Agreement over the Corporation Shares dated October 1, duly executed 2020, among, inter alia, the Vendor and Xxxxxxxx Xxxxxxxx Xxxx as shareholders of the Corporation and Glencore Canada Corporation as beneficiary, with the intervention of the Corporation and Represcom E.I.R.L. as common representative, granted by the applicable VendorsGlencore Canada Corporation;
(11o) a bring-down certificate an executed by a senior officer of each copy of the Vendors dated as public deed of the Closing Datecancellation of the Constitution and Pre-Constitution of Pledge Agreement over the bank account of the Corporation dated October 1, in form 2020, among, inter alia, the Corporation as grantor and substance satisfactory to Glencore Canada Corporation as beneficiary, with the Purchaserintervention of Scotiabank Peru S.A.A., acting reasonablythe Vendor, certifying that and Represcom E.I.R.L. as common representative, granted by Glencore Canada Corporation;
(p) an executed copy of the public deed of the cancellation of the Constitution and Pre-Constitution of Pledge Agreement over the bank account of the Corporation dated June 14, 2018, modified by the First Amendment dated September 18, 2018, and the Second Amendment dated October 1, 2020, among, inter alia, the Corporation as the grantor and Scotiabank Peru S.A.A. as Peruvian Collateral Agent, with the intervention of Scotiabank Peru S.A.A., the Vendor, and Servicios Conexos Notreg E.I.R.L., granted by Scotiabank Peru S.A.A.;
(q) an executed copy of the Public Deed of the cancellation of the Constitution and Pre-Constitution of Pledge Agreement over the Corporation Shares dated August 29, 2017, modified by the First Amendment dated September 18, 2018, modified by the Second Amendment dated October 1, 2020, among, inter alia, the Vendor and Xxxxxxxx Xxxxxxxx Xxxx as shareholders of the Corporation and Scotiabank Peru S.A.A. as Peruvian Collateral Agent, with the intervention of the Corporation and Servicios Conexos Notreg E.I.R.L. as common representative, granted by Scotiabank Peru S.A.A.;
(r) an executed copy of the Public Deed of the cancellation of the Guarantee Trust Agreement dated August 29, 2017, modified by the first amendment dated September 18, 2018, by the Second Amendment dated November 13, 2019, and the Third Amendment dated October 1, 2020, among, inter alia, Glencore Canada Corporation as adherent and junior trustee, Scotiabank Perú S.A.A. as fiduciary, the Corporation as trustor and Scotiabank Perú S.A.A. as Peruvian Collateral Agent and representative of the senior trustees, granted by Scotiabank Peru S.A.A.;
(s) an executed copy of the Public Deed of the cancellation of the Conditional Assignment of Rights dated August 29, 2017, modified by the first amendment dated September 18, 2018, and modified by the Second Amendment dated October 1, 2020, among, inter alia, Glencore Canada Corporation as adherent and junior secured creditor, the Corporation as assigner and Scotiabank Perú S.A.A. as assignee, with the intervention of the Vendor, granted by Scotiabank Peru S.A.A.;
(t) an executed copy of the Public Deed of the cancellation of the Pre-Constitution of Pledge Agreement over Santander Concesiones S.A.C. Shares dated August 29, 2017, modified by the First Amendment dated September 18, 2018, among, inter alia, the Corporation, Scotiabank Peru S.A.A. as Peruvian Collateral Agent, with the intervention of Santander Concesiones S.A.C. and Servicios Conexos Notreg E.I.R.L. as common representative, granted by Scotiabank Peru S.A.A.;
(u) an executed copy of the release of the Corporation's obligations under (i) all of the representations guarantee agreement dated October 1, 2020 entered into by and warranties of such Vendor hereunder remain true between Glencore Canada Corporation, the Corporation, Trevali Holdings (Bermuda) Ltd. 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, Trevali Mining (New Brunswick) Ltd. and (ii) all of the terms Subordination and conditions set out in this Postponement Agreement to be complied with or performed entered into by such and among others, the Corporation, the Vendor at or prior to Closing have been complied with or performed by such Vendor in all material respectsand Glencore Canada Corporation dated October 1, 2020;
(12v) if applicablean executed copy of cancellation of the security agreement over sales contracts dated October 1, 2020 entered by and between Vendor, the documents or elections referred to in Section 3.6(1)Corporation, Glencore Perú S.A.C. and Glencore Canada Corporation;
(13w) clearance letter from an executed copy of the WHSCC in respect release of Wabush Mines;
(14) the Corporation's obligations under (i) the resignation guarantee agreement dated August 29, 2017 entered into by and between The Bank of Nova Scotia, the Vendors’ nominees as officers of Xxxxx Lake Corporation, Trevali Holdings (Bermuda) Ltd. and as directors to the board of directors of Xxxxx Lake, Trevali Mining (New Brunswick) Ltd. and (ii) evidence the Subordination and Postponement Agreement entered into by and among others, the Corporation, the Vendor and The Bank of the appointment of Purchaser’s nominees to such board of directors by the filling of two or more of the vacancies thereinNova Scotia dated August 31, 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 such purpose2017;
(15x) the resignation an executed copy of cancellation of the Vendors’ nominees as officers security agreement over sales contracts dated August 20, 2020 entered into by and between the Vendor, the Corporation and The Bank of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablyNova Scotia; and
(17y) all such other assurances, consents, waivers, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the PartiesPurchaser, acting reasonably.
Appears in 1 contract
Samples: Share Purchase Agreement
Vendor’s Closing Deliveries. At the or prior to Closing, the Vendors Vendor 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 following which 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 :
(ia) all a certificate of status (or its equivalent) for each of the representations Corporation and warranties the Vendor dated no more than one Business Day prior to the Closing Date;
(b) a bring-down certificate of such the Vendor hereunder remain true in respect of the conditions set out in Section 4.1(1)(a) and correct in all material respects Section 4.1(1)(b);
(c) a certificate of an officer of the Vendor dated as of the Closing Date as if made on Date, attaching and certifying true, accurate and complete copies of: (i) the Constating Documents of the Vendor in effect as of such date or, if made as of a date specified therein, as of such date, and the Closing Date; (ii) directors’ and shareholders’ resolutions (as applicable) for the Vendor approving the Transactions; and (iii) the incumbency and signatures of the officers of the Vendor executing this Agreement and any other document relating to the Transactions;
(d) a certificate of an officer of the Corporation dated as of the Closing Date, attaching and certifying true, accurate and complete copies of: (i) the Constating Documents of the Corporation in effect as of the Closing Date; (ii) directors’ and shareholders’ resolutions (as applicable) for the Corporation approving the Transactions and the execution of any Ancillary Agreements, as applicable; and (iii) the incumbency and signatures of the officers of the Corporation executing this Agreement and any other document relating to the Transactions;
(e) certificates representing the Purchased Shares, accompanied by duly executed instruments of transfer, and all such other assurances, consents and other documents as the Purchaser reasonably requests to effectively transfer title to the Purchased Shares to the Purchaser, free and clear of all Encumbrances;
(f) evidence of the release and discharge of all Encumbrances affecting any of the Assets and any of the Purchased Shares, other than the Permitted Encumbrances;
(g) evidence that all of the terms and conditions set out in this Agreement Required Approvals that are required to be complied with or performed by such Vendor at or prior to Closing obtained for Closing, as identified in Schedule 6.2(11), have been complied with or performed by such Vendor obtained and are in all material respects;
full force and effect (12) if applicablefor clarity, the documents or elections referred excluding any Required Approvals that are not required to be obtained for Closing, as identified in Section 3.6(1Schedule 6.2(11);
(13) clearance letter from the WHSCC in respect of Wabush Mines;
(14) (ih) the resignation of the Vendors’ nominees as officers of Xxxxx Lake and as directors to the board of directors of Xxxxx LakeFunds Flow Agreement, and (ii) evidence of the appointment of Purchaser’s nominees to such board of directors duly executed 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to parties thereto other than the Purchaser, acting reasonably; and
(17) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.;
Appears in 1 contract
Vendor’s Closing Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1a) the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at certificate or certificates representing the Closing TimeShares;
(2b) a true copy transfer of the Approval and Vesting Order;
(3) the General ConveyanceShares in agreed form, duly executed by each of the Vendors;
(4c) the Access Agreementminute books, duly executed by share certificate books and corporate seal of the Vendors and the MonitorCorporation;
(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;
(11d) a bring-down certificate executed by of a senior officer of each of the Vendors Vendors’ Representatives dated as of the Closing Date, ;
(e) a factual certificate of the Secretary or other officer of the Corporation dated as of the Closing Date;
(f) evidence in form and substance satisfactory to the Purchaser, acting reasonably, certifying that the Consents and Regulatory Approvals required to be obtained by the Vendors, including any approvals from the Corporation’s board of directors or shareholders to the transactions contemplated by this Agreement, have been obtained;
(g) the Written Confirmation referred to in Section 6.1(8);
(h) a copy of the agreement or agreements between Vesifact AG and HempChoice;
(i) all a (i) consulting agreement between the Purchaser and [REDACTED: Name of the representations and warranties counterparty] (or a corporation controlled by him), which will include, among other terms, a consulting fee of such Vendor hereunder remain true and correct in all material respects as $ per annum [REDACTED: Amount of the Closing Date as if made on and as fee], duly executed by [REDACTED: Name of such date or, if made as of counterparty] (or a date specified therein, as of such date, corporation controlled by him); and (ii) all consulting agreement between the Purchaser and [REDACTED: Name of the terms and conditions set out in this Agreement to be complied with counterparty] (or performed a corporation controlled by such Vendor at him), which will include, among other terms, a consulting fee of $ per annum [REDACTED: Amount of fee], duly executed by [REDACTED: Name of counterparty] (or prior to Closing have been complied with or performed a corporation controlled by such Vendor in all material respects;
him) (12) if applicabletogether, the documents or elections referred to in Section 3.6(1“ Agreements”);
(13j) clearance letter from the WHSCC written resignation of each director and officer of the Corporation designated by the Purchaser and a mutual release between the Corporation and each such director and officer, in respect of Wabush Minesform satisfactory to the Purchaser;
(14k) (i) a release of claims against the resignation Corporation duly executed by each 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 form satisfactory to the Parties, acting reasonably, and pursuant to resolutions passed at a board meeting of Xxxxx Lake duly called for such purposePurchaser;
(15l) mutual releases between the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land Corporation and each of the shareholders , and [REDACTED: Names of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtednesscounterparties], in form and substance satisfactory to the Purchaser, acting reasonablywhich releases will include, among other things, a release from each such individual with respect to any amounts owing by the Corporation to such individuals, including but not limited to those amounts owing, under the Consulting Agreements or in respect of consulting or other services provided to the Corporation, as applicable; and
(17m) 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, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the PartiesPurchaser, acting reasonably.
Appears in 1 contract
Samples: Share Purchase Agreement
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1) certificates representing the Purchased AssetsShares, with such delivery accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer, and any other documents necessary to occur in situ wherever such Purchased Assets are located at transfer to the Closing TimePurchaser title to the Shares;
(2) a true copy original share registers, share transfer ledgers, minute books and corporate seals (if any) of the Approval and Vesting OrderCompany;
(3) the General Conveyanceall Books and Records, duly executed files, reports, data and documents owned by the VendorsCompany and in the possession or control of the Vendor or the Company;
(4) a certified copy of the Access resolution of the board of directors of the Company authorizing the transfer of the Shares from the Vendor to the Purchaser as contemplated by this Agreement, duly executed by the Vendors and the Monitor;
(5) all consents to the assignment a certified copy of the Assigned Contracts resolutions of the board of directors and Permits and Licences, to shareholders of the extent obtained Vendor authorizing the sale of the Shares as contemplated by the Vendors prior to Closingthis Agreement;
(6) written resignations and releases of all consents to the assignment of the Critical Permits directors and Licences, to officers of the extent Company with effect from the Purchaser has not obtained permits and licences to replace Critical Permits and LicencesClosing Date including releases by such persons of any claims they might have against the Company;
(7) a true copy non-competition and non-solicitation agreement in a form satisfactory to the Purchaser, binding the Vendor for a period of the Assignment Order granted five (5) years and duly executed by the Court, if any, in respect of any Assigned Contracts Vendor (other than Additional the “Non-Assignment Order Assigned Contracts) for which consents to assignment were required which have not been obtainedCompetition Agreement”);
(8) employment agreement with Xxxxxxxx Xxxxxxxx in a form satisfactory to the Assignment and Assumption AgreementPurchaser, duly executed by Xx. Xxxxxxxx (the Vendors“Employment Agreement”);
(9) the Deed(s) of Sale (and any affidavits required to be appended thereto for purposes of registration), Escrow Agreement duly executed by the applicable VendorsVendor and the Escrow Agent referred to in Section 2.3(b) herein;
(10) a lease by and between the Mining Rights Transfer(sCompany and the Vendor for the premises located at 0000, Xxxxx-Xxxxxxxx Street, Joliette, Quebec, Canada, for a minimum term of five (5) years at an annual triple net rent of two hundred ninety-five thousand six hundred and five United States (USD$295,605) (to be converted to Canadian dollars prior to Closing at the Bank of Canada noon rate for October 11, 2007), providing for two (2) five (5) year options, in a form satisfactory to the Purchaser (the “Company’s Lease”) and duly executed by the applicable VendorsVendor;
(11) an opinion of the Vendor’s Solicitors addressed to the Purchaser in a bring-down form satisfactory to the Purchaser;
(12) evidence in form satisfactory to the Purchaser acting reasonably that the Consents and Approvals have been obtained;
(13) evidence in form satisfactory to the Purchaser acting reasonably that the Excluded Liabilities have been paid prior to the Closing Date by the Vendor to the complete exoneration of the Company;
(14) a certificate executed by a senior of the Secretary or other officer of each of the Vendors dated as of the Closing DateVendor, in a form and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) all of the representations and warranties of such the Vendor hereunder remain contained herein are 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 such purposeaccurate;
(15) the resignation a certificate of good standing of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern LandsCompany;
(16) with respect to the Northern Land Indebtedness, all Schedules forming part of this Agreement in a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably;
(17) a receipt for the amount paid in accordance with Section 2.3; and
(1718) such other agreements, documents and instruments as may be reasonably required an election pursuant to Section 56.4 of the Income Tax Act (Canada) duly executed by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonablyVendor.
Appears in 1 contract
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents and the Vendor hereby acknowledges that the obligation of the Purchaser to purchase the Subject Shares and Debenture is subject to the satisfaction of such deliveries at or before the Closing Time:
(1) the Purchased Assetscertificate(s) representing the Subject Shares, with such delivery duly endorsed in blank for transfer to occur in situ wherever such Purchased Assets are located at the Closing TimePurchaser;
(2) a true copy and assignment of the Approval and Vesting OrderDebenture;
(3) a bring-down certificate of a senior officer of the General ConveyanceVendor in the form of Exhibit "A" hereto;
(4) a resignation, duly executed by each of the Vendor's nominees on the Board of Directors, in the form of Exhibit "B" hereto;
(5) a release, duly executed by each of the Vendor's nominees on the Board of Directors, in the form of Exhibit "C" hereto, as required under clause 5.2(c) of the Unanimous Shareholders' Agreement;
(6) a release, duly executed by the Vendors;
(4) Vendor in the Access Agreement, duly executed by the Vendors and the Monitor;
(5) all consents to the assignment form 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 LicencesExhibit "D" hereto;
(7) a true copy of the Assignment Order granted by the Courtwritten document, 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 Shareholder consenting to the Purchaser, acting reasonably, certifying that (i) all of the representations transactions contemplated herein 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of waiving any and all rights of reimbursement of Wabush Iron in respect pursuant to sections 7.2, 7.4 and 7.5 of the Northern Land IndebtednessUnanimous Shareholders' Agreement including, in form and substance satisfactory to without limiting the Purchasergenerality of the foregoing, acting reasonablythe right of first refusal, for the purposes of the transactions contemplated by this Agreement (collectively, the "Shareholder Waivers"); and
(17) 8) 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, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Purchase Agreement (Voice Iq Inc)
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1a) the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at certificate or certificates representing the Closing TimeShares;
(2b) a true copy of transfer form with respect to the Approval and Vesting Order;
(3) the General ConveyanceShares, duly executed by the VendorsVendor;
(4c) the Access Agreement, duly executed by minute books and share certificate books of the Vendors and the MonitorCorporation;
(5d) all consents a bring-down certificate of a senior officer of the Vendor dated as of the Closing Date certifying as to the assignment factual matters in Section 5.1(1) and Section 5.1(2);
(e) the written resignation of (i) each director and officer of the Assigned Contracts Corporation, and Permits (ii), each trustee of the ScotiaBRIDGE trust that has been appointed by the Vendor or its Affiliates (including the Corporation), in the case of both (i) and Licences, (ii) to the extent obtained designated by the Vendors prior Purchaser or the Vendor, in addition to Closinga mutual release of all claims between such directors, officers, or trustees and the Corporation, in the form of Exhibit B (it being understood that the Vendor shall cooperate with the Purchaser in respect of the replacement of such trustees);
(6f) all consents to the assignment certificate of good standing issued by a relevant Governmental Authority in Jamaica in respect of the Critical Permits and Licences, to the extent the Purchaser has not obtained permits and licences to replace Critical Permits and LicencesCorporation;
(7g) a true copy resolution of the Assignment Order granted board of directors of the Corporation by which the Court, if any, in respect board of any Assigned Contracts directors of the Corporation resolves to approve and record the transfer of shares of the Corporation (other than Additional Non-Assignment Order Assigned Contracts) for which consents subject only to assignment were required which have not been obtainedstamp duty or transfer tax being paid and/or denoted on the share transfer forms);
(8) h) a copy, in a form mutually satisfactory to the Assignment Vendor and Assumption Agreement, duly executed by the Vendors;
Purchaser (9) the Deed(s) of Sale (and any affidavits required to be appended thereto for purposes of registrationeach acting in a commercially reasonable manner), duly executed by the applicable VendorsVendor (or such of its Affiliates as may be appropriate having regard to the Distribution Agreement Term Sheet) and the Purchaser, of a Distribution Agreement reflective of the terms, conditions, and parameters set out in Exhibit A (such Exhibit, the “Distribution Agreement Term Sheet” and such agreement, the “Distribution Agreement”);
(10i) a copy, in a form mutually satisfactory to the Mining Rights Transfer(sVendor and Purchaser (each acting in a commercially reasonable manner), duly executed by the applicable Vendors;
(11) a bring-down certificate executed by a senior officer Vendor or such of each of its Affiliates as may be appropriate having regard to the Vendors dated as of the Closing Date, in form TSA Term Sheet and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) all of a Transition Services Agreement reflective 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 orterms, if made as of a date specified therein, as of such dateconditions, and (ii) all of the terms and conditions parameters set out in this Agreement to be complied with or performed by Exhibit C (such Vendor at or prior to Closing have been complied with or performed by Exhibit, the “TSA Term Sheet”, and such Vendor in all material respects;agreement, the “Transition Services Agreement”); and
(12j) if applicable, the documents or elections referred to in Section 3.6(1);
(13) clearance letter from the WHSCC in respect a copy of Wabush Mines;
(14) (i) the resignation of the Vendors’ nominees as officers of Xxxxx Lake termination 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) release agreements with respect to the Northern Land Indebtednessenterprise agreements identified on Schedule 4.2(j), a full substantially in the form of Exhibit D (the “Termination and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and
(17) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonablyRelease Agreements”).
Appears in 1 contract
Samples: Share Purchase Agreement
Vendor’s Closing Deliveries. At the On or before Closing, subject to the Vendors provisions of this Agreement, the Vendor shall deliver deliver, or cause to be delivered delivered, to the Purchaser Purchaser’s Solicitors the following:
(1a) a registrable transfer (other than a land transfer tax affidavit) of the Purchased Assetsundivided 100% ownership interest of the Vendor in the Property in favour of the Purchaser, with such delivery to occur in situ wherever such Purchased Assets are located at the Closing Timewhich shall exclude any representation or warranty, express or implied, of any nature whatsoever;
(2b) a true copy the Assignment and Assumption of the Approval and Vesting OrderContracts;
(3c) the General Conveyance, duly executed by the VendorsAssignment and Assumption of Leases;
(4d) the Access Agreement, duly executed by the Vendors and the MonitorBxxx of Sale;
(5e) all consents to the assignment of the Assigned Contracts and Permits and Licences, to the extent obtained Tenant Estoppels received by the Vendors prior Vendor pursuant to ClosingSection 2.3;
(6f) all consents notices to the assignment Tenants advising of the Critical Permits and Licencessale of the Subject Assets in a form approved by the Purchaser, to the extent the Purchaser has not obtained permits and licences to replace Critical Permits and Licencesacting reasonably;
(7g) a true copy registrable discharges of the Assignment Order granted by the CourtEncumbrances to be Discharged, if any, in respect of any Assigned Contracts (other than Additional Non-Assignment Order Assigned Contracts) for which consents to assignment were required the Subject Assets which have not been obtaineddischarged as at the Closing Date or, in each case as an alternative to delivering such registrable discharges, discharge statements from the holder of the Encumbrances to be Discharged together with an irrevocable direction to pay in respect of the amounts secured by such Encumbrance and a solicitor’s undertaking to obtain and register a discharge of such Encumbrance as soon as reasonably practicable following Closing;
(8) h) the Assignment and Assumption Agreement, duly executed by the Vendorsof Permitted Encumbrances;
(9i) a direction as to the Deed(s) payee or payees of Sale (and any affidavits required to be appended thereto for purposes of registration), duly executed by the applicable VendorsPurchase Price;
(10j) the Mining Rights Transfer(s), duly executed an undertaking by the applicable VendorsVendor to re-adjust the Adjustments in accordance with Section 3.3;
(11k) all third party consents, if any, with respect to any of the Contracts or Permitted Encumbrances that the Vendor is required to obtain pursuant to this Agreement;
(l) a bring-down certificate executed by a senior officer of each of the Vendors dated as of the Closing Date, in form and substance statutory declaration or other evidence satisfactory to the Purchaser, acting reasonably, that the Purchase Price is not subject to withholding tax pursuant to the non-residency provisions of the ITA by reason of the fact that the Vendor is not a non-resident of Canada, as defined by Section 116 of the ITA and that the Property has never been occupied by any officer, director or shareholder of the Vendor or by any spouse of any officer, director or shareholder of the Vendor as a matrimonial home within the meaning of the Family Law Act (Ontario); and a certificate of the Vendor certifying that (i) all of the representations and warranties of such the Vendor hereunder remain contained in Section 6.1 are 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 respectsDate;
(12m) if applicable, an indemnity regarding 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablyBulk Sales Act; and
(17n) such other agreementsall keys, documents combinations and instruments as may be reasonably required by codes to all locks, safes, vaults and security systems located at the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which Buildings. All documentation shall be in form and substance satisfactory acceptable to the PartiesPurchaser’s Solicitors and the Vendor’s Solicitors, each acting reasonablyreasonably and in good faith.
Appears in 1 contract
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1) the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at the Closing Time;
(2a) a true copy transfer of the Approval and Vesting Order;
(3) the General ConveyancePartnership Interest, duly executed by the VendorsVendor;
(4b) a transfer of the Access AgreementShares, duly executed by the Vendors and the MonitorLGEC;
(5c) all consents to the assignment Partnership books of the Assigned Contracts and Permits and Licences, to the extent obtained by the Vendors prior to ClosingPartnership;
(6d) all consents to the assignment a certificate 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 (President or 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 LGEC or LGFC dated as of the Closing Date, in form and substance satisfactory to the Purchaser, acting reasonably, Date certifying that (i) all each of the warranties and representations and warranties of such the Vendor hereunder remain set out herein is true and correct in all material respects as of accurate on 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;
(12e) if applicableevidence of those Consents and Approvals that have been obtained on or prior to the Closing Date;
(f) resolutions of the directors of LGEC and LGFC authorizing the transfer of the Partnership Interest to the Purchaser;
(g) resolutions of LGEC and LGFC, as partners of the documents Partnership, authorizing the transfer of the Partnership Interest to the Purchaser and any consents or elections waivers required under the Partnership Agreement;
(h) resolutions of the directors of LGEC authorizing the transfer of the Shares to the Purchaser;
(i) resolutions of the directors of the Registered Owner authorizing the transfer of the Shares to the Purchaser and the issuance of a new share certificate in the name of the Purchaser or as otherwise directed by the Purchaser;
(j) resignations of all of the directors and officers of the Registered Owner;
(k) full releases from each of the current directors and officers of the Registered Owner;
(l) resolutions of the directors of the Registered Owner approving the change of the registered and records office of the Registered Owner to an address provided by the Purchaser;
(m) a duly executed Notice of Change of Registered and Records Office changing the address of the registered and records office of the Registered Owner to the address provided by the Purchaser;
(n) confirmation of a change of name of the Registered Owner to a numbered company name or such other name as provided by the Purchaser to LGEC;
(o) the share certificates representing the Shares duly endorsed for transfer;
(p) the Statement of Adjustments contemplated in § 2.7;
(q) an adhesion instrument or instrument among the parties hereto confirming that the Partnership is not dissolved or terminated by virtue of the withdrawal and retirement of the Vendor and the admission of the Purchaser;
(r) the licence referred to in Section 3.6(1)§ 6.9;
(13s) clearance letter from the WHSCC in respect of Wabush Mines;
(14) (i) the resignation an opinion of the Vendors’ nominees as officers of Xxxxx Lake Vendor’s Solicitors regarding the due execution and as directors to the board of directors of Xxxxx Lake, and (ii) evidence delivery 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablyclosing documents; and
(17t) 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, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Lions Gate Entertainment Corp /Cn/)
Vendor’s Closing Deliveries. At the On or before Closing, subject to the Vendors provisions of this Agreement, the Vendor shall deliver deliver, or cause to be delivered delivered, to the Purchaser Purchaser's Solicitors the following:
(1a) a registrable transfer (other than a land transfer tax affidavit) of the Purchased Assetsundivided 100% ownership interest of the Vendor in the Property in favour of the Purchaser, with such delivery to occur in situ wherever such Purchased Assets are located at the Closing Timewhich shall exclude any representation or warranty, express or implied, of any nature whatsoever;
(2b) a true copy the Assignment and Assumption of the Approval and Vesting OrderLeases;
(3c) the General Conveyance, duly executed by the VendorsAssignment and Assumption of Contracts;
(4d) the Access Agreement, duly executed by the Vendors and the MonitorXxxx of Sale;
(5e) all consents to the assignment of the Assigned Contracts and Permits and LicencesTenant Estoppels, to the extent obtained if any, received by the Vendors prior Vendor pursuant to ClosingSection 2.3 or in the alternative, the Certificate(s) re: Lease contemplated in Section 2.3;
(6f) all consents notices to the assignment Tenants advising of the Critical Permits and Licencessale of the Subject Assets in a form approved by the Purchaser, to the extent the Purchaser has not obtained permits and licences to replace Critical Permits and Licencesacting reasonably;
(7g) a true copy registrable discharges of the Assignment Order granted by the CourtEncumbrances to be Discharged, if any, in respect of any Assigned Contracts (other than Additional Non-Assignment Order Assigned Contracts) for which consents to assignment were required the Subject Assets which have not been obtaineddischarged as at the Closing Date or, in each case as an alternative to delivering such registrable discharges, discharge statements from the holder of the Encumbrances to be Discharged together with an irrevocable direction to pay in respect of the amounts secured by such Encumbrance and a solicitor's undertaking to obtain and register a discharge of such Encumbrance as soon as reasonably practicable following Closing;
(8) h) the Assignment and Assumption Agreement, duly executed by the Vendorsof Permitted Encumbrances;
(9i) a direction as to the Deed(s) payee or payees of Sale (and any affidavits required to be appended thereto for purposes of registration), duly executed by the applicable VendorsPurchase Price;
(10j) the Mining Rights Transfer(s), duly executed an undertaking by the applicable VendorsVendor to re-adjust the Adjustments in accordance with Section 3.3;
(11k) all third party consents, if any, with respect to any of the Contracts or Permitted Encumbrances that the Vendor is required to obtain pursuant to this Agreement; and
(l) a bring-down certificate executed by a senior officer of each of the Vendors dated as of the Closing Date, in form and substance statutory declaration or other evidence satisfactory to the Purchaser, acting reasonably, certifying that (i) all the Purchase Price is not subject to withholding tax pursuant to the non-residency provisions 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and
(17) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which ITA. All documentation shall be in form and substance satisfactory acceptable to the PartiesPurchaser's Solicitors and the Vendor's Solicitors, each acting reasonablyreasonably and in good faith.
Appears in 1 contract
Vendor’s Closing Deliveries. At On or prior to the ClosingClosing Date, the Vendors shall deliver or cause to be delivered to the Purchaser the following:
(1) certificates representing the Purchased AssetsShares, with accompanied by share transfer powers duly executed in blank or duly executed instruments of transfer, and all such delivery other assurances, consents and other documents as the Purchaser may reasonably request to occur in situ wherever such effectively transfer to the Purchaser title to the Purchased Assets are located at the Closing TimeShares free and clear of all Encumbrances;
(2) a true certified copy of a resolution of the Approval board of directors of the Corporation consenting to the transfer of the Purchased Shares from the Vendors to the Purchaser as contemplated by this Agreement and Vesting Orderauthorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Corporation;
(3) the General Conveyance, a certificate duly executed by each of the VendorsVendors (or officer thereof, as the case may be) in respect of their representations, warranties and covenants herein as at the Closing Date;
(4) the Access Agreement, duly executed releases by the Vendors and as shareholders, directors, officers and/or employees of the MonitorCorporation as at the Closing Date;
(5) written resignations of all consents to the assignment directors and officers of the Assigned Contracts and Permits and LicencesCorporation, to in each case with effect from the extent obtained by the Vendors prior to ClosingClosing Date;
(6) all consents to the assignment a Termination Agreement in respect of the Critical Permits and Licences, to the extent the Purchaser has not obtained permits and licences to replace Critical Permits and Licencescurrent shareholders' agreement;
(7) a true copy of the Assignment Order granted by the Court, if any, Termination Agreement in respect of any Assigned Contracts (other than Additional Nonthe Distribution Agreement dated March 24, 2004 among Pure Water Technologies Inc. and Bi-Assignment Order Assigned Contracts) for which consents to assignment were required which have not been obtainedEau Pure;
(8) the Assignment and Assumption AgreementNon-Competition Agreements, duly executed by the Vendorsparties to those agreements;
(9) the Deed(s) Books and Records of Sale (and any affidavits required to be appended thereto for purposes of registration), duly executed by the applicable VendorsCorporation;
(10) the Mining Rights Transfer(s)Employment Agreement, duly executed by the applicable VendorsStephane Dube;
(11) a bringTermination Letter signed by Mr. Mathieu Xxxx xxx Xxx. Christiane Dube (the "Terminatiox Xxxxxx") xx xxxpect xx xxx Xxxxxxxxxx Xxxxxxxxx entered into as of January 1st, 2001 between Bi-down certificate executed Eau Pure and Mr. Mathieu Dube and the Assignment of Rights Agreement xxxxxxx xxxx xxtween Mr. Mathieu Dube, Mrs. Christiane Dube and Bi-Eau Pure, dated xx xx Xxxxxxx 10, 0000, xxx xxxxx conditional to the payment by a senior officer the Purchaser to Mr. Mathieu Dube and Mrs. Christiane Dube of each an aggregate amxxxx xx $000,000.00 xx xxxxxxxx for in Section 6.6 of this Agreement; and
(12) such other documentation as the Purchaser may reasonably request in order to establish the completion of the Vendors dated Transactions and the taking of all corporate proceedings in connection with the Transactions (as of the Closing Dateto certification and otherwise), in each case 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and
(17) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Share Purchase Agreement (Glacier Water Services Inc)
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendors’ Representative shall deliver or cause to be delivered to Saratoga the Purchaser the followingfollowing documents:
(1a) the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at certificate or certificates representing the Closing TimeTarget Shares;
(2b) a true copy transfer forms in respect of the Approval and Vesting Order;
(3) the General ConveyanceTarget Shares, duly executed by the Vendorseach Vendor;
(4c) the Access Agreementminute books, duly executed by the Vendors share certificate books and the Monitorcorporate seal of Abba Medix;
(5d) all consents to the assignment certificate of the Assigned Contracts President or other senior officer of Abba Medix contemplated by Sections 7.1(a) and Permits and Licences, to the extent obtained by the Vendors prior to Closing7.1(b);
(6e) all consents to the assignment a certificate of the Critical Permits Secretary or other officer of Abba Medix dated as of the Closing Date certifying the articles, by-laws, transaction resolutions and Licences, to the extent the Purchaser has not obtained permits and licences to replace Critical Permits and Licencesauthorized signatories of Abba Medix;
(7f) a true copy of evidence in form satisfactory to Saratoga, acting reasonably, that 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 Consents and have not been obtained;
(8) g) a voting trust agreement among the Assignment Primary Vendors and Assumption Agreement, duly executed by Xxxxxxx Xxxxx in respect of the Vendorscomposition of the board of directors of Saratoga following the Closing Date;
(9h) 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) an escrow agreement in 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 PurchaserCSE and Saratoga, acting reasonablyduly executed by the Primary Vendors, certifying that pursuant to which the Saratoga Shares issued to the Primary Vendors shall be deposited in escrow with an independent third party escrow agent mutually acceptable to Saratoga and the Primary Vendors and shall be incrementally released in tranches of 25%, respectively, on the third and fourth anniversary of the Closing Date, with the remaining 50% of the Saratoga Shares being released on the fifth anniversary of the Closing;
(i) all a release of claims against Abba Medix in the representations and warranties form 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 Exhibit I duly executed 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablyVendor; and
(17j) all such other assurances, consents, agreements, documents and instruments as may be reasonably be required by the Purchaser Saratoga to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the PartiesSaratoga, acting reasonably.
Appears in 1 contract
Samples: Share Exchange Agreement
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 provided that delivery to shall occur in situ wherever wheresoever such Purchased Assets are located at the Closing Time;
(2) a true copy of the Approval and Vesting Order;
(3) the General ConveyanceBill of Sale, 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 Wabush Resources 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 Wabush Resources 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 Wabush Resources at or prior to Closing have been complied with or performed by such Vendor Wabush Resources in all material respects;
(125) 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 a bring-down certificate executed 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement senior officer of Wabush Iron in respect dated as of the Northern Land IndebtednessClosing Date, in form and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) all of the representations and warranties of Wabush Iron 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 Wabush Iron at or prior to Closing have been complied with or performed by Wabush Iron in all material respects; and
(176) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Asset Purchase Agreement
Vendor’s Closing Deliveries. At the Closing, the Vendors shall deliver have delivered or cause to be delivered to the Purchaser the followingfollowing documents in form and substance satisfactory to both Parties:
(1) the certificate or certificates representing the Purchased AssetsShares endorsed for transfer by the respective Vendor or an assignment of the Purchased Shares, with such delivery to occur in situ wherever such Purchased Assets are located at duly executed by the Closing Timerespective Vendor;
(2) a true copy the minute books, share certificate books and corporate seals of the Approval Corporation, the Subsidiaries and Vesting Orderthe Holdcos;
(3) a corporate certificate of the General ConveyanceSecretary or other officer of each Corporate Vendor;
(4) a corporate certificate of the Secretary or other officer of each of the Corporation and each Holdco;
(5) a closing certificate confirming all of the Purchaser’s closing conditions have been satisfied, 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’ Representative;
(6) all consents evidence in form satisfactory to the assignment of Purchaser acting reasonably that the Critical Permits Consents and LicencesApprovals have been obtained, to other than the extent the Purchaser has not obtained permits Consents and licences to replace Critical Permits and LicencesApprovals set out in Schedule 3.3(6);
(7) a true copy of the Assignment Order granted an employment agreement or letter agreed to by the Court, if any, in respect of any Assigned Contracts (other than Additional Non-Assignment Order Assigned Contracts) for which consents Corporation and each Founding Investor Shareholder relating to assignment were required which have not been obtainedhis employment terms and conditions duly executed by each Founding Investor Shareholder;
(8) an opinion of the Assignment Founders’ Solicitors addressed to and Assumption Agreement, duly executed by satisfactory to the VendorsPurchaser and the Purchaser’s Solicitors issued on behalf of all of the Founders;
(9) the Deed(s) of Sale (and any affidavits required to be appended thereto for purposes of registration)Offer Acceptances, duly executed signed by the applicable Vendorsor on behalf of each Remaining Shareholder;
(10) the Mining Rights Transfer(s)copies of all Option Arrangement Documents, duly executed signed by the each applicable Vendorsparty thereto;
(11) the written resignation of each Director and Officer and a mutual release of all claims, between each Director and Officer only and the Corporation, the Subsidiaries and the Holdcos in their capacity of director and officer only (which resignation, for greater certainty, is not in respect of their employment with Curomax);
(12) a release of Claims against the Corporation by each Vendor in its capacity of shareholder and against each Holdco by the related Holdco Shareholders;
(13) the Escrow Agreement, duly signed by the Vendors’ Representative and the Escrow Agent;
(14) evidence to the satisfaction of the Purchaser and Purchaser’s Solicitors that the Agreed Debt (other than the operating leases with BNS, Maximum and Rxx Xxxx Motors Ltd.) has been fully and indefeasibly paid and discharged and the related Discharged Security has been fully discharged at Closing Time;
(15) a bring-down certificate executed by a senior officer of each of the Vendors dated as Vendors, duly signed by the Vendors’ Representative on behalf of all of the Closing Date, other Vendors;
(16) the due diligence disclosure letter dated the date of this Agreement (the “Disclosure Letter”) 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 duly signed 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 such purposeRepresentative;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and
(17) all such other assurances, consents, releases, discharges, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by Agreement other than the Vendors or Vendors’ counsel under this Agreement, all of which shall be consents set out in form and substance satisfactory to the Parties, acting reasonablySchedule 3.3(6).
Appears in 1 contract
Samples: Share Purchase Agreement (DealerTrack Holdings, Inc.)
Vendor’s Closing Deliveries. At the On or before Closing, subject to the Vendors provisions of this Agreement, the Vendor shall deliver deliver, or cause to be delivered delivered, to the Purchaser Purchaser’s Solicitors the following:
(1a) a registrable transfer (other than a land transfer tax affidavit) of the Purchased Assetsundivided 100% ownership interest of the Vendor in the Property in favour of the Purchaser, with such delivery to occur which shall exclude the implied covenants set out in situ wherever such Purchased Assets are located at Section 5(1) of the Closing TimeLand Registration Reform Act (Ontario);
(2b) a true copy the Assignment and Assumption of the Approval and Vesting OrderContracts;
(3c) the General Conveyance, duly executed by the VendorsXxxx of Sale;
(4d) the Access Agreement, duly executed by the Vendors and the Monitor;
(5) all consents to the assignment registrable discharges of the Assigned Contracts and Permits and Licences, Encumbrances 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 Courtbe Discharged, if any, in respect of any Assigned Contracts (other than Additional Non-Assignment Order Assigned Contracts) for which consents to assignment were required the Subject Assets which have not been obtaineddischarged as at the Closing Date or, in each case as an alternative to delivering such registrable discharges, discharge statements from the holder of the Encumbrances to be Discharged together with an irrevocable direction to pay in respect of the amounts secured by such Encumbrance and a solicitor’s undertaking to obtain and register a discharge of such Encumbrance as soon as reasonably practicable following Closing;
(8) e) the Assignment and Assumption Agreement, duly executed by the Vendorsof Permitted Encumbrances;
(9f) a direction as to the Deed(s) payee or payees of Sale (and any affidavits required to be appended thereto for purposes of registration), duly executed by the applicable VendorsPurchase Price;
(10g) the Mining Rights Transfer(s), duly executed an undertaking by the applicable VendorsVendor to re-adjust the Adjustments in accordance with Section 3.3;
(11h) all third party consents, if any, with respect to any of the Contracts or Permitted Encumbrances that the Vendor is required to obtain pursuant to this Agreement;
(i) a bring-down certificate executed by a senior officer of each of the Vendors dated as of the Closing Date, in form and substance statutory declaration or other evidence satisfactory to the Purchaser, acting reasonably, that the Purchase Price is not subject to withholding tax pursuant to the non-residency provisions of the ITA by reason of the fact that the Vendor is not a non-resident of Canada, as defined by Section 116 of the ITA and that the Property has never been occupied by any officer, director or shareholder of the Vendor or by any spouse of any officer, director or shareholder of the Vendor as a matrimonial home within the meaning of the Family Law Act (Ontario); and a certificate of the Vendor certifying that (i) all of the representations and warranties of such the Vendor hereunder remain contained in Section 6.1 are 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 respectsDate;
(12j) if applicable, the documents such documentation as may be contemplated 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 required pursuant to the board of directors of Xxxxx Lake, and Bulk Sales Act (iiOntario) evidence of evidencing compliance with 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablyprovisions thereof; and
(17k) such other agreementsall keys, documents combinations and instruments as may be reasonably required by codes to all locks, safes, vaults and security systems located at the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which Building. All documentation shall be in form and substance satisfactory acceptable to the PartiesPurchaser’s Solicitors and the Vendor’s Solicitors, each acting reasonablyreasonably and in good faith.
Appears in 1 contract
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the following:
(1a) the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at certificates representing the Closing TimeShares;
(2b) a true copy any and all documents required to transfer the Shares, including, without limitation, duly executed stock powers of attorney to transfer the Approval and Vesting Order;
(3) Shares, together with delivery instructions for the General ConveyanceConsideration Shares, 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 (Vendor and any affidavits and all other documentation 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, to register the transfer of the Shares in the minute books of the Corporation;
(c) written resignations of the such of the directors of the Purchased Companies as are required by the Purchaser (acting reasonably);
(d) a copy of the minutes of a meeting of the board of directors of the Vendor, or written resolutions in lieu of a meeting, authorising the transactions contemplated herein.
(e) a certificate, dated the Closing Date, and signed on behalf of the Vendor, but without personal liability, by the Chief Executive Officer or the Chief Financial Officer of the Vendor, or such other officer of the Vendor as may be reasonably acceptable to the Purchaser, certifying that that: (i) the Vendor has complied with all of covenants and satisfied all terms and conditions hereof to be complied with and satisfied by the Vendor at or prior to the Closing Time; (ii) all the representations and warranties of such the Vendor hereunder remain contained herein are true and correct in all material respects as of the Closing Date Time with the same force and effect as if made on at and as of such date or, if made as of a date specified therein, as of such date, the Closing Time; and (iiiii) 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) no Material Adverse Change with respect to a Purchased Company has occurred as at the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablyClosing Time; and
(17f) 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, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the PartiesPurchaser, acting reasonably.
Appears in 1 contract
Samples: Share Purchase Agreement
Vendor’s Closing Deliveries. (a) At least three Business Days before the Closing, the Vendors Closing Time Vendor shall deliver to Purchaser:
(i) the statement referred to in Section 3.3(a) setting forth Vendor’s estimate of the Preliminary Net Working Capital Amount and the amount of Distributions made during the Interim Period; and
(ii) the list of bank accounts and safety deposit boxes referred to in Section 9.18; and
(b) At or cause to be before the Closing Time, Vendor shall have 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 share certificates representing the Purchased Shares, duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, together with evidence satisfactory to Purchaser (acting reasonably) that Purchaser or its nominee(s) have been entered on the books of the representations Corporation as the registered holder of the Purchased Shares;
(ii) certified copies of:
(A) the articles of incorporation and warranties bylaws of such Vendor, Unocal, the Corporation and each Subsidiary and the partnership agreements and other constating documents of the Subsidiary Partnerships and the partners thereof;
(B) all resolutions of the boards of directors of Vendor hereunder remain true and correct Unocal and of the Corporation and a resolution of the shareholders of the Corporation approving the entering into and completion of the Purchase (in all material respects the case of Vendor) and the transfer of the Purchased Shares (in the case of the Corporation); and
(C) a list of the officers of Vendor and Unocal authorized to sign agreements, certificates, transfers and any other writings in respect of the Purchase, together with their specimen signatures;
(iii) certificates of status with respect to Vendor and Unocal, the Corporation and each of the Corporate Subsidiaries, issued by the appropriate Government Authority;
(iv) a certificate confirming the matters described in Section 7.1 and Section 7.2;
(v) an opinion of counsel to Vendor and counsel to Unocal as to the matters set forth in Schedule 7.6(e) which opinion regarding Unocal may be given by or in reliance on an opinion from in-house counsel of Unocal and may be subject to customary assumptions, qualifications and limitations. With respect to any factual matters relevant to the opinions, counsel may rely on certificates of a Senior Officer of Vendor and Unocal, as applicable;
(vi) a duly executed resignation, effective as of the Closing Date as if made on and as Time, of such date or, if made as of a date specified therein, as of such date, and (ii) all each director of the terms Corporation 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 respectsof each of the Subsidiaries;
(12vii) if applicable, a receipt for payment of the documents or elections referred to amount provided in Section 3.6(13.2(b);
(13viii) clearance letter original share books, share ledgers and minute books and corporate seals and an undertaking from the WHSCC in respect of Wabush Mines;
(14) (i) the resignation of the Vendors’ nominees as officers of Xxxxx Lake Vendor to deliver to Purchaser promptly after Closing all Books 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablyRecords; and
(17ix) such any other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under Vendor to Purchaser at Closing Time pursuant to this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1a) a certificate of status or its equivalent under the Purchased Assets, laws of the jurisdiction of its incorporation with such delivery respect to occur in situ wherever such Purchased Assets are located at Amalco and the Closing TimeVendor;
(2b) a true copy certificate of the Approval and Vesting OrderPresident or other senior officer of the Vendor certifying:
(i) the corporate status of the Vendor;
(3ii) the General Conveyanceresolutions 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; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
(d) a transfer instrument for the Shares, duly executed by the VendorsVendor;
(4e) a transfer instrument for the Access AgreementNew Intercompany Receivable, duly executed by the Vendors and the MonitorVendor;
(5f) all consents to the assignment resignations and releases of the Assigned Contracts directors and Permits and Licences, to the extent obtained by the Vendors prior to Closingofficers of Amalco;
(6g) all consents to the assignment minute books, share certificate books and corporate seal of Amalco and each of the Critical Permits and Licences, to the extent the Purchaser has not obtained permits and licences to replace Critical Permits and LicencesNovaGold Subs;
(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;
(11h) a bring-down certificate executed by a of the President or other senior officer of each of the Vendors Vendor dated as of the Closing Date, in form and substance satisfactory to the Purchaser, acting reasonably, certifying that ; and
(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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and
(17) 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, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the PartiesPurchaser, acting reasonably.
Appears in 1 contract
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 provided that delivery to shall occur in situ wherever wheresoever 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) all consents to the Access Agreementassignment of the Assigned Contracts and Permits and Licenses, duly executed to the extent obtained by the Vendors prior to Closing subject to and the Monitorin accordance with Sections 2.3 and 2.4, respectively;
(5) all consents to the assignment of the Assigned Contracts and Critical Permits and Licences, to the extent obtained by the Vendors prior to ClosingLicenses;
(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;
(97) the Deed(s) of Sale (and any affidavits required to be appended thereto for purposes of registration)Sale, duly executed by the applicable Vendors;
(10) 8) the Mining Rights Transfer(s), duly executed by the applicable Vendors;
(119) 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 the Vendors 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 dateDate, and (ii) all of the terms and conditions set out in this Agreement to be complied with or performed by such Vendor the Vendors at or prior to Closing have been complied with or performed by such Vendor the Vendors 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) (i10) the resignation of Access Agreement, duly executed by 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and
(1711) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Asset Purchase Agreement
Vendor’s Closing Deliveries. At the On or before Closing, subject to the Vendors provisions of this Agreement, the Vendor shall deliver deliver, or cause to be delivered delivered, to the Purchaser Purchaser’s Solicitors 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 VendorsVendor where they are to be a party thereto:
(a) registrable transfers, conveyances or assignments (the “Transfer Documents”) in favour of the Purchaser of the 100% legal and beneficial interest in the Property;
(4b) the Access AgreementAssignment and Assumption of Leases (including an assignment and transfer of all non-cash security from Tenants) and any specific assignment and/or assumption agreements which may be required under any of the Assigned Leases which Assignment and Assumption shall provide for reciprocal indemnities between the parties for all liabilities, duly executed by costs, damages, claims and proceedings in respect of all the Vendors obligations and liabilities under or pursuant to such Assigned Leases, with the Vendor indemnifying for pre-closing matters and the MonitorPurchaser for post-closing matters;
(5c) all consents to the Assignment and Assumption of Contracts and any specific assignment and/or assumption agreements which may be required under any of the Assigned Contracts (including Permitted Encumbrances ) which Assignment and Permits Assumption shall provide for reciprocal indemnities between the parties for all liabilities, costs, damages, claims and Licencesproceedings in respect of all the obligations and liabilities under or pursuant to such Assigned Contracts, with the Vendor indemnifying for pre-closing matters and the Purchaser for post-closing matters;
(d) the Assignment of Assigned Trade-marks (if any);
(e) the Bxxx of Sale;
(f) the Corporate Certificate re: Vendor;
(g) the Statement of Adjustments;
(h) any Tenant Estoppels received by the Vendor pursuant to Section 2.3 and the Certificate re: Leases, if required;
(i) notices to Tenants advising of the sale of the Subject Assets and directing that all Rents payable after Closing be paid to the Purchaser or as the Purchaser directs;
(j) a direction as to the payee or payees of the Balance;
(k) an undertaking by the Vendor to re-adjust the Adjustments in accordance with Section 3.3;
(l) all consents or waivers from any third parties required under the terms of any of the Assigned Contracts, Assigned Leases or Permitted Encumbrances in connection with the sale of the Subject Assets to the Purchaser that the Vendor has been able to obtain and all notifications which the Vendor is required to give to any third party under any of the Assigned Contracts, Assigned Leases or Permitted Encumbrances in connection with the sale of the Subject Assets to the Purchaser;
(m) a statutory declaration of an officer of the Vendor confirming that the Purchase Price is not subject to withholding tax pursuant to the non-residency provisions of the Income Tax Act (Canada);
(n) all keys and other access devices to the Buildings (to be left at the management office at the Property (the “Property Management Office”));
(o) executed copies of all Assigned Leases and Assigned Contracts, together with all files and correspondence with respect thereto, and all originals thereof to the extent obtained by in the Vendors prior possession of the Vendor (to Closingbe left at the Property Management Office);
(6p) registrable discharges of all consents to Encumbrances registered in the assignment of Land Registry Office in which the Critical Permits Lands are located and Licences, to the extent the Purchaser has which are not obtained permits and licences to replace Critical Permits and Licences;
(7) a true copy of the Assignment Order granted by the CourtPermitted Encumbrances . However, if any, in respect a discharge of any Assigned Contracts (other than Additional Non-Assignment Order Assigned Contracts) for which consents to assignment were required which have a mortgage and ancillary security is 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 available on the Closing Date, the Vendor shall be entitled to register a discharge of same no later than 120 days after the Closing Date so long as the security is to Mxxxxxx Lxxxx Canada or mortgaging servicing agent for Mxxxxxx Lxxxx Canada, a Canadian Chartered Bank or other financial institution or insurance company and the recommendations of the Law Society regarding the discharge of such encumbrances post closing are complied with, including the provision to the Purchaser of a mortgage statement for discharge purposes in form respect of the mortgage to be paid out and substance an undertaking of the Vendor’s Solicitor to pay the balance due under the mortgage out of the Balance;
(q) registrable discharges in respect of all financing statements registered under personal property security legislation against the Vendor affecting the Subject Assets which are in respect of Encumbrances other than those which are otherwise Permitted Encumbrances (subject to any provisions as to the release and registration of such discharges set out below) or, alternatively, a certificate of the Vendor (which shall survive Closing) certifying that none of the financing statements registered under personal property security legislation against the Vendor, affect the Subject Assets, other than in respect of Encumbrances which are Permitted Encumbrances, such certificate to be satisfactory to the Purchaser, acting reasonably;
(r) unless Purchaser elects to have the entire Rent Subsidy credited against the Purchase Price at Closing, certifying that (i) all of the representations and warranties of such Vendor hereunder remain true and correct in all material respects a Rent Subsidy Agreement 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 Section 3.3(j) of 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 respectsAgreement;
(12s) if applicable, the documents or elections referred to in Section 3.6(1)Chattels;
(13t) clearance letter from all originals of any licenses, permits and governmental approvals if in the WHSCC possession of the Vendor or copies of same if in respect the possession of Wabush Minesthe Vendor and if not otherwise already delivered to the Purchaser;
(14) (iu) the resignation Master Lease and Master Lease Escrow Agreement as set out in Section 3.3(l) 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 such purposethis Agreement;
(15v) all other documents which the resignation Purchaser reasonably requests to give effect to the Transaction and to result in the proper transfer, assignment and conveyance of the Vendors’ nominees as officers of Northern Lands and as directors Subject Assets by the Vendor to the board Purchaser free and clear of directors of Northern Landsall Encumbrances other than Permitted Encumbrances;
(16w) with respect updated List of Leases certified to be, to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each best knowledge of the shareholders of Northern LandVendor, of any true, accurate and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablycomplete by Vendor; and
(17x) such other agreementsupdated List of Service Contracts certified to be, documents to the best knowledge of the Vendor, true, accurate and instruments as may be reasonably required complete by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which Vendor. All documentation shall be in form and substance satisfactory acceptable to the PartiesPurchaser’s Solicitors and the Vendor’s Solicitors, each acting reasonablyreasonably and in good faith.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Hines Real Estate Investment Trust Inc)
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1) the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at the Closing Time;
(2a) a true copy general conveyance and assumption of liabilities agreement in the Approval and Vesting Order;
(3) the General Conveyance, form of Exhibit B duly executed by the Vendors;
(4) the Access Agreement, duly executed by the Vendors and the Monitor;
(5) all consents to the assignment together with such other deeds of the Assigned Contracts and Permits and Licencesconveyance, to the extent obtained by the Vendors prior to Closing;
(6) all consents to the assignment bills of the Critical Permits and Licencessale, 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 Courtassurances, if anytransfers, 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 Agreementassignments, 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 dateconsents, 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and
(17) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement;
(b) a transition services agreement in form and substance acceptable to the Purchaser and the Vendor, or as are required to be delivered duly executed by the Vendors Vendor;
(c) a certificate of status under the Canada Business Corporations Act in respect of the Vendor together with a certificate of good standing in respect of the Vendor issued by the Province of Qubec;
(d) all keys, entry devices and passcodes with respect to the Purchased Assets including combinations to any locks or Vendors’ counsel under vaults;
(e) all source code and related documentation forming part of the Technology including the source code for the Shared Components;
(f) original copies of the Personal Property Leases and copies of all other Contracts and all files and correspondence relating to them;
(g) a certificate of the President or other senior officer of the Vendor dated as of the Closing Date attaching true and complete copies of (i) the articles and by-laws of the Vendor and (ii) all resolutions of the Vendor’s board of directors authorizing and approving this Agreement and the transactions contemplated hereby, all in form satisfactory to the Purchaser;
(h) evidence in form satisfactory to the Purchaser acting reasonably that any required Regulatory Approvals have been obtained on terms and conditions acceptable to the Purchaser;
(i) evidence satisfactory to the Purchaser that the bulk sales legislation in each of the jurisdictions in which the Purchased Assets are located has been complied with or that the sale of the Purchased Assets is exempt from compliance with such legislation;
(j) a restrictive covenants agreement in the form of Exhibit C, duly executed by the Vendor;
(k) Canada employment agreement and confidentiality and intellectual property agreement in form and substance acceptable to the Purchaser and the Vendor executed by each Employee other than [Name of employee intentionally omitted for privacy reasons], and a Germany employment agreement in form and substance acceptable to the Purchaser and the Vendor executed by [Name of employee intentionally omitted for privacy reasons], all of which provide: (i) compensation and benefits no less favourable in the aggregate to those that were applicable to the Employees as of the Closing Date; (ii) recognition of service by the Purchaser of Employee’s service with the Vendor for statutory entitlement purposes and with respect to benefit plans maintained by the Purchaser or its relevant designee, except to the extent such recognition of service would result in the duplication of benefits or entitlements; and (iii) if necessary, the agreement by the Employee to transfer employment from the Vendor to the Purchaser;
(l) an opinion of the Vendor’s Counsel in form and substance acceptable to the Purchaser and the Vendor;
(m) a Runtime Component License Agreement in form and substance acceptable to the Purchaser and the Vendor, duly executed by the Vendor;
(n) a Shared Components License Agreement in form and substance acceptable to the Purchaser and the Vendor, duly executed by the Vendor;
(o) a Hybrid Contracts License Agreement in form and substance acceptable to the Purchaser and the Vendor, duly executed by the Vendor;
(p) a patent assignment agreement substantially in the form of Exhibit G, duly executed by the Vendor;
(q) all ribbon copies of granted patents and patent files forming part of the Purchased Assets; and
(r) 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 PartiesPurchaser, acting reasonably.
Appears in 1 contract
Vendor’s Closing Deliveries. At the Closing, The Purchaser hereby acknowledges that the Vendors shall deliver have delivered, or cause caused to be delivered to the Purchaser 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, following in form and substance satisfactory to the Purchaser, acting reasonably: (a) certificates representing the Purchased Shares duly endorsed in blank for transfer, certifying that or accompanied by irrevocable stock transfer powers duly executed in blank, in either case, by the holders of record; (ib) all the minute books of the representations and warranties Ingénia Group; (c) certified copies 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 Governing Documents of the Ingénia Group, Newco 1, G. Family Trust Xxxxxx, X. Family Trust Holdco and the Vendors’ nominees as officers , (ii) the resolutions of Xxxxx Lake and as directors to the board of directors of Xxxxx Lake, the Ingénia Group approving the entering into and (ii) evidence completion of the appointment of Purchaser’s nominees to such board of directors transactions contemplated by this Agreement (including, without limitation, the filling of two or more transfer of the vacancies therein, all in a manner satisfactory Purchased Shares to the PartiesPurchaser), acting reasonably, and pursuant to resolutions passed at a board meeting of Xxxxx Lake duly called for such purpose;
(15iii) the resignation resolutions of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
Newco 1, G. Family Trust Holdco and L. Family Trust Holdco approving the entering into and completion of the transactions contemplated by this Agreement and the performance of their obligations thereunder, (16iv) the resolutions of the board of directors of the Vendors that are legal Persons authorizing the sale of the Purchased Shares to the Purchaser, the entering into of this Agreement and the performance of such Vendors’ obligations thereunder, and (v) the decisions of the trustees of the Vendors that are trusts authorizing the sale of the Purchased Shares to the Purchaser, the entering into of this Agreement and the performance of such Vendors’ obligations thereunder; (d) a certificate of status, compliance, good standing or like certificate with respect to the Northern Land IndebtednessIngénia Group, Newco 1, Newco 2, G. Family Trust Holdco and L. Family Trust Holdco issued by appropriate government officials of their respective jurisdictions of incorporation; (e) the Escrow Agreement, duly executed by the Vendors’ Representative; (f) the Non-Competition Agreements, duly executed by each of the parties thereto, other than the Purchaser; (g) a full duly executed resignation and final mutual release of all directors and officers of the Ingénia Group effective as at the Closing; (h) a duly executed resignation and release of Xxxxxxxx X. Xxxxxxxxx as an employee of the Ingénia Group effective as at the Closing; (i) evidence that the Pre-Closing Reorganization has been completed; (j) the Employment Agreement, duly executed by Wabush Iron Xxxxxxxx X. Xxxxxxxxx;
(k) an agreement relating to services to be provided by Xxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxxx to Xxxxxxxx X. Xxxxxxxxx personally, duly executed by each of of Xxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxxx; (l) a mutual release of Claims from the Vendors in favour of Northern Land the Ingénia Group and from the Ingénia Group in favour of the Vendors, duly executed by the Vendors; and (m) intellectual property assignments in respect of all Intellectual Property executed by each of the shareholders of Northern Land, of any following individuals: Xxxxxxxx X. Xxxxxxxxx; Xxxxxx Xxxxxxxxxxxx; Xxxxxx Xxxxxxx; Xxxx-Xxxxxxxx Xxxxxxx; Xxxxxx Xxxxxxx; Xxxxxxxxx Xxxxxx; and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and
(17) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonablyXxxxxx Xxxxxxxx.
Appears in 1 contract
Vendor’s Closing Deliveries. At On the ClosingClosing Date, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1) a general conveyance agreement substantially in the Purchased Assetsform of Exhibit C duly executed by the Vendor, together with such delivery to occur in situ wherever such Purchased Assets are located at other bills of sale or instruments of conveyance, assignment or transfer as may be reasonably required by the Closing TimePurchaser;
(2) a true copy registerable transfer by M. Lxxxx Xxxagement Company Ltd. to the Purchaser of legal title to the Real Property, together with an authorization and direction by the Vendor directing M. Xxxxx Xxxagement Company Ltd. to transfer the Real Property to the Purchaser and confirmation by the Vendor to the Purchaser that beneficial title of the Approval and Vesting OrderReal Property has been transferred to the Purchaser;
(3) an agreement including the General Conveyance, terms set forth in Exhibit G duly executed by the VendorsVendor setting forth the rights and obligations of the Vendor and the Purchaser relating to the operation and removal of the Kombi Line after the Closing Date;
(4) a certificate of the Access Agreement, duly executed by President or other senior officer of the Vendors and Vendor dated as of the MonitorClosing Date in the form of Exhibit D;
(5) all consents to an agreement substantially in the assignment form of Exhibit O assigning the rights of the Assigned Contracts Vendor and Permits and Licences, to M. Lxxxx Xxxagement Company Ltd. under the extent obtained by the Vendors prior to ClosingKim-Xxx Xxxeement;
(6) all consents to the assignment a certificate of the Critical Permits and Licences, to Secretary or other officer of the extent Vendor in the Purchaser has not obtained permits and licences to replace Critical Permits and Licencesform of Exhibit E;
(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 ContractsConsents and Approvals listed on Schedule 5.1(15) for which consents to assignment were required are designated as "Material Consents and Approvals" and any Licenses and Permits listed on Schedule 5.1(14) which have not been obtainedare designated as "Material Consents and Approvals";
(8) certificates evidencing the Assignment and Assumption Agreement, duly executed payment of all taxes collectable or payable by the VendorsVendor in respect of the Business under provincial retail sales tax legislation of Ontario or under federal Goods and Services tax legislation;
(9) the Deed(s) of Sale (and any affidavits required election referred to be appended thereto for purposes of registration), duly executed by the applicable Vendorsin Section 2.5;
(10) the Mining Rights Transfer(s), duly executed by the applicable Vendorsclosing statement in respect of Employees referred to in Section 8.4;
(11) a bring-down certificate executed if available by a senior officer of each of the Vendors dated as of the Closing Date, the easements and the lease referred to 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 respectsSection 9.9;
(12) if applicable, an opinion of the documents or elections referred Vendor's Solicitors addressed to the Purchaser and the Purchaser's Solicitors substantially in Section 3.6(1)the form of Exhibit H;
(13) clearance letter from an agreement including the WHSCC terms set forth in respect Exhibit I relating to the provision by the Vendor to the Purchaser of Wabush Minesdata processing services after the Closing Date;
(14) (i) the resignation of the Vendors’ nominees an "as officers of Xxxxx Lake and as directors built" survey with respect to the board of directors of Xxxxx LakeReal Property dated not earlier than July 31, 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 such purpose;1996; and
(15) the resignation all deeds of the Vendors’ nominees as officers conveyance, bills of Northern Lands sale, assurances, transfers, assignments, consents, and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and
(17) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1a) the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at certificate or certificates representing the Closing TimeShares;
(2b) a true copy of transfer form with respect to the Approval and Vesting Order;
(3) the General ConveyanceShares, duly executed by the VendorsVendor;
(4c) the Access Agreement, duly executed by minute books and share certificate books of the Vendors and the MonitorCorporation;
(5d) all consents a bring-down certificate of a senior officer of the Vendor dated as of the Closing Date certifying as to the assignment of the Assigned Contracts factual matters in Section 5.1(1) and Permits and Licences, to the extent obtained by the Vendors prior to ClosingSection 5.1(1);
(6e) all consents to the assignment written resignation of each director and officer of the Critical Permits and Licences, to the extent Corporation designated by the Purchaser has not obtained permits or the Vendor and licences to replace Critical Permits a mutual release of all claims between such directors and Licencesofficers and the Corporation in the form of Exhibit B;
(7f) a true copy certificate of Good Standing issued by the Registrar of Companies of the Assignment Order granted by the Court, if any, Republic of Trinidad and Tobago 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 obtainedthe Corporation;
(8) g) a resolution of the Assignment board of directors of the Corporation by which the board of directors of the Corporation resolves to approve and Assumption Agreement, duly executed by record the Vendorstransfer of shares of the Corporation (subject only to stamp duty being paid on the share transfer forms);
(9h) a copy, in a form mutually satisfactory to the Deed(s) of Sale Vendor and Purchaser (and any affidavits required to be appended thereto for purposes of registrationeach acting in a commercially reasonable manner), duly executed by the applicable VendorsVendor (or such of its Affiliates as may be appropriate having regard to the Distribution Agreement Term Sheet) and the Purchaser, of a Distribution Agreement reflective of the terms, conditions, and parameters set out in Exhibit A (such Exhibit, the “Distribution Agreement Term Sheet” and such agreement, the “Distribution Agreement”);
(10i) a copy, in a form mutually satisfactory to the Mining Rights Transfer(sVendor and Purchaser (each acting in a commercially reasonable manner), duly executed by the applicable Vendors;
(11) a bring-down certificate executed by a senior officer Vendor or such of each of its Affiliates as may be appropriate having regard to the Vendors dated as of the Closing DateTSA Term Sheet, in form and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) all of a Transition Services Agreement reflective 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 orterms, if made as of a date specified therein, as of such dateconditions, and (ii) all of the terms and conditions parameters set out in this Agreement to be complied with or performed by Exhibit C (such Vendor at or prior to Closing have been complied with or performed by such Vendor in all material respects;
(12) if applicableExhibit, the documents or elections referred to in Section 3.6(1“TSA Term Sheet”, and such agreement, the “Transition Services Agreement”);
(13j) clearance letter from the WHSCC in respect a copy of Wabush Mines;
(14) (i) the resignation of the Vendors’ nominees as officers of Xxxxx Lake termination 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) release agreements with respect to the Northern Land Indebtednessenterprise agreements identified on Schedule 4.2(j), a full substantially in the form of Exhibit D (the “Termination and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablyRelease Agreements”); and
(17k) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for items referenced in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonablySchedule 4.2(k).
Appears in 1 contract
Samples: Share Purchase Agreement
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1a) the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at certificate or certificates representing the Closing TimeShares;
(2b) a true copy transfer of the Approval and Vesting Order;
(3) Shares in the General Conveyanceform of Exhibit C, duly executed by the VendorsVendor;
(4c) a bring-down certificate of the President or other senior officer of the Vendor dated as of the Closing Date in the form of Exhibit D;
(d) a factual certificate of the Secretary or other officer of the Vendor dated as of the Closing Date in the form of Exhibit E;
(e) a factual certificate of the Secretary or other officer of the Corporation dated as of the Closing Date in the form of Exhibit F;
(f) a factual certificate of the Secretary or other officer of XX Xxxxx dated as of the Closing Date in the form of Exhibit G;
(g) evidence in form satisfactory to the Purchaser, acting reasonably, that the Consents and Regulatory Approvals have been obtained;
(h) a management services agreement between Xxxxxxxx, Inc. and XX Xxxxx substantially in the form of Exhibit H, duly executed by XX Xxxxx (the “Management Services Agreement”);
(i) a transition services agreement between XX Xxxxx and the Vendor substantially in the form of Exhibit I, duly executed by the Vendor (the “Transition Services Agreement”);
(j) a non-competition agreement substantially in the form of Exhibit J, duly executed by the Vendor, Xxxx Day and Xxxx Xxxx;
(k) an employment agreement between XX Xxxxx and Xxxxx XxXxxxxx substantially in a form reasonably satisfactory to the Purchaser, duly executed by XX Xxxxx and Xxxxx XxXxxxxx;
(l) a release of claims for matters arising prior to the Closing Date against the Corporation and XX Xxxxx in the form of Exhibit K duly executed by the Vendor;
(m) a loan agreement substantially in the form of Exhibit L, duly executed by the Vendor;
(n) set-off and receipt, in a form reasonably satisfactory to the Purchaser, duly executed by the Vendor, confirming satisfaction and payment of a portion of the Estimated Purchase Price in an amount equal to $50,585,000;
(o) a clearance certificate issued by the Alberta Workers’ Compensation Board evidencing that the Corporation’s and XX Xxxxx’x account(s) are in good standing;
(p) evidence in form satisfactory to the Purchaser, acting reasonably, of (i) prepayment or repayment, as the case may be, at or prior to Closing, of all of the Indebtedness existing as of the date of prepayment or repayment pursuant to a commitment letter between the Vendor and Canadian Western Bank dated June 20, 2018, including appropriate pay-out letters and termination statements, and (ii) the Access release of all Liens in connection therewith;
(q) the Unanimous Shareholder Agreement, duly executed by the Vendors and the Monitor;Vendor; and
(5r) all consents to an amalgamation agreement for 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, Amalgamation in form and substance satisfactory to the Purchaser, acting reasonably, certifying that (ithe “Amalgamation Agreement”) all of duly executed by 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 Corporation 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablyeffective post-Closing; and
(17s) 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, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the PartiesPurchaser, acting reasonably.
Appears in 1 contract
Samples: Share Purchase Agreement (Viad Corp)
Vendor’s Closing Deliveries. At Subject to Section 2.1(b), at or before the ClosingClosing Time, the Vendors Vendor shall deliver or cause to be have 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:
(a) one or more share certificates representing the Shares, certifying duly endorsed in blank for transfer, or accompanied by irrevocable stock transfer powers of attorney duly executed in blank by the holder of record, together with evidence satisfactory to Purchaser (acting reasonably) that Purchaser or its nominee(s) has been entered on the books of the Corporation as the registered holder of the Shares (collectively, the “Share Documents”),
(b) certified copies of:
(i) all the Constating Documents of Vendor, each of the representations Purchased Entities and warranties Vendor Guarantor,
(ii) all resolutions of the board of directors of Vendor approving the entering into of this Agreement and the completion of the Purchase, resolutions of the Vendor Guarantor approving the entering into of the Vendor Parent Guarantee and resolutions of the board of directors of the Corporation approving the transfer of the Shares, and
(iii) an incumbency certificate of Vendor and Vendor Guarantor in respect of the individuals executing this Agreement on behalf of Vendor and the Vendor Parent Guarantee on behalf of Vendor Guarantor and any Closing Documents delivered by Vendor or Vendor Guarantor, together with their specimen signatures,
(c) certificates of status issued by the appropriate Governmental Authority with respect to Vendor and each of the Purchased Entities which are corporations and in respect of which certificates of status are obtainable from the applicable Governmental Authority in the jurisdiction in which Vendor or such Purchased Entity is incorporated,
(d) a certificate from a Senior Officer of Vendor confirming the matters set forth in Sections 7.1(a) and (b) and Section 7.2, subject to Section 12.2, except to the extent otherwise described in such certificate, which certificate shall be given by such Senior Officer in his capacity as a Senior Officer of Vendor and not in his personal capacity and without personal liability on the part of such Vendor hereunder remain true Senior Officer,
(e) a duly executed release and correct in all material respects resignation, effective as of the Closing Date as if made on Time, of each director and as of such date or, if made as of a date specified therein, as of such date, and (ii) all officer of the terms and conditions set out Purchased Entities,
(f) a receipt for payment of the Closing Consideration,
(g) copies of the Required Approvals obtained by Vendor,
(h) a copy of the Litigation Support Agreement duly executed by Vendor,
(i) a copy of the Transition Services Agreement duly executed by Vendor,
(j) a DVD containing the contents of the virtual Data Room as at the date hereof,
(k) a list of any bank accounts or bank arrangements relating to or used in this Agreement connection with the Business not closed or assigned to be complied with or performed by such Vendor Vendor’s Affiliates other than the Purchased Entities at or prior to Closing have been complied with or performed by and such Vendor in all material respects;
(12) if applicabledocuments as Purchaser shall reasonably request to evidence that the directors, the documents or elections referred to in Section 3.6(1);
(13) clearance letter from the WHSCC officers and other signing authorities in respect of Wabush Mines;
(14) (i) the resignation of the Vendors’ nominees such bank accounts have relinquished control over any such bank accounts, together with such reasonable supporting documentation 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 may be required by the filling of two banks 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 other financial institutions with which such purpose;
(15) the resignation of the Vendors’ nominees bank accounts are maintained as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release are requested by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and
(17l) such any other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by Vendor to Purchaser at the Vendors or Vendors’ counsel under Closing Time pursuant to this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Share Purchase Agreement (Plains All American Pipeline Lp)
Vendor’s Closing Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1a) the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at certificate or certificates representing the Closing TimeInterests;
(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;
(11b) a bring-down certificate executed by a of the President or other senior officer of each of the Vendors dated as of the Closing Date, Date in the form of Exhibit C;
(c) a factual certificate of the Secretary or other officer of each of the Vendors and the General Partner (in its own capacity and in its capacity as the general partner of the Partnership) dated as of the Closing Date in the form of Exhibit D;
(d) evidence in form and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) all of the representations Consents 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 Regulatory Approvals have been complied with or performed by such Vendor in all material respectsobtained;
(12e) if applicablea management services agreement between Xxxxxxxx, Inc. and the documents or elections referred to Partnership, substantially in Section 3.6(1the form of Exhibit E, duly executed by the Partnership (the “Management Services Agreement”);
(13f) clearance letter from a non-competition agreement substantially in the WHSCC in respect form of Wabush MinesExhibit F, duly executed by the Vendors, Xxxx Day, and Xxxx Xxxx;
(14g) a release of claims for matters arising prior to the Closing Date against the Partnership in the form of Exhibit G duly executed by the Vendors;
(h) a clearance certificate issued by the Alberta Workers’ Compensation Board evidencing that the Partnership’s accounts are in good standing;
(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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonably; and, of (i) prepayment or repayment, as the case may be, at or prior to Closing, of all of the Indebtedness existing as of the date of prepayment or repayment pursuant to a commitment letter between the Partnership and ATB Financial dated June 15, 2018, including appropriate pay-out letters and termination statements, and (ii) the release of all Liens in connection therewith;
(17j) the Unanimous Shareholder Agreement, duly executed by the Vendors;
(k) the Amended Limited Partnership Agreement, duly executed by the Vendors;
(l) 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, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the PartiesPurchaser, acting reasonably.
Appears in 1 contract
Vendor’s Closing Deliveries. (a) At least three Business Days before the Closing, the Vendors Closing Time Vendor shall deliver to Purchaser:
(i) the statement referred to in Section 3.3(a) setting forth Vendor's estimate of the Preliminary Net Working Capital Amount and the amount of Distributions made during the Interim Period; and
(ii) the list of bank accounts and safety deposit boxes referred to in Section 9.18; and
(b) At or cause to be before the Closing Time, Vendor shall have 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 share certificates representing the Purchased Shares, duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, together with evidence satisfactory to Purchaser (acting reasonably) that Purchaser or its nominee(s) have been entered on the books of the representations Corporation as the registered holder of the Purchased Shares;
(ii) certified copies of:
(A) the articles of incorporation and warranties bylaws of such Vendor, Unocal, the Corporation and each Subsidiary and the partnership agreements and other constating documents of the Subsidiary Partnerships and the partners thereof;
(B) all resolutions of the boards of directors of Vendor hereunder remain true and correct Unocal and of the Corporation and a resolution of the shareholders of the Corporation approving the entering into and completion of the Purchase (in all material respects the case of Vendor) and the transfer of the Purchased Shares (in the case of the Corporation); and
(C) a list of the officers of Vendor and Unocal authorized to sign agreements, certificates, transfers and any other writings in respect of the Purchase, together with their specimen signatures;
(iii) certificates of status with respect to Vendor and Unocal, the Corporation and each of the Corporate Subsidiaries, issued by the appropriate Government Authority;
(iv) a certificate confirming the matters described in Section 7.1 and Section 7.2;
(v) an opinion of counsel to Vendor and counsel to Unocal as to the matters set forth in Schedule 7.6(e) which opinion regarding Unocal may be given by or in reliance on an opinion from in-house counsel of Unocal and may be subject to customary assumptions, qualifications and limitations. With respect to any factual matters relevant to the opinions, counsel may rely on certificates of a Senior Officer of Vendor and Unocal, as applicable;
(vi) a duly executed resignation, effective as of the Closing Date as if made on and as Time, of such date or, if made as of a date specified therein, as of such date, and (ii) all each director of the terms Corporation 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 respectsof each of the Subsidiaries;
(12vii) if applicable, a receipt for payment of the documents or elections referred to amount provided in Section 3.6(13.2(b);
(13viii) clearance letter original share books, share ledgers and minute books and corporate seals and an undertaking from the WHSCC in respect of Wabush Mines;
(14) (i) the resignation of the Vendors’ nominees as officers of Xxxxx Lake Vendor to deliver to Purchaser promptly after Closing all Books 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, in form and substance satisfactory to the Purchaser, acting reasonablyRecords; and
(17ix) such any other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under Vendor to Purchaser at Closing Time pursuant to this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Vendor’s Closing Deliveries. (a) At least five Business Days before the ClosingClosing Time, the Vendors Vendor shall deliver to Purchaser:
(i) a statement setting forth the aggregate amount of all Distributions made during the Lock Box Period, if any; and
(ii) the list of bank accounts and safety deposit boxes referred to in Section 9.17.
(b) At or cause before the Closing Time, a statement of the amount of the Purchaser Subscription Payment, being the total amount of U.S. Dollars that the Corporation will require in order to be pay and satisfy in full the Debenture and all interest accrued thereon.
(c) At or before the Closing Time, Vendor shall have 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 share certificates representing the Purchased Shares, duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, together with evidence satisfactory to Purchaser (acting reasonably) that Purchaser or its nominee(s) have been entered on the books of the representations Corporation as the registered holder of the Purchased Shares;
(ii) certified copies of:
(A) the articles of incorporation and warranties bylaws of Vendor, Vendor Guarantor, the Corporation and each Subsidiary and the partnership agreements and other constating documents of the Partnership Subsidiaries and the partners thereof;
(B) all resolutions of the boards of directors of Vendor, Vendor Guarantor, the Corporation and a resolution of the shareholders of the Corporation approving the entering into and completion of the Purchase (in the case of Vendor) and the transfer of the Purchased Shares (in the case of the Corporation); and
(C) a list of the officers of Vendor and Vendor Guarantor authorized to sign agreements, certificates, transfers and any other writings in respect of the Purchase, together with their specimen signatures;
(iii) certificates of status with respect to Vendor, Vendor Guarantor, the Corporation and each of the Corporate Subsidiaries, issued by the appropriate Government Authority;
(iv) a certificate confirming the matters described in Section 7.1 and Section 7.2.
(v) an opinion of Vendor’s counsel as to the matters set forth in Schedule 7.6 which opinion may be given by in-house counsel of Vendor Guarantor or Vendor’s Counsel may rely on an opinion given by Vendor Guarantor’s in-house counsel and may be subject to customary assumptions, qualifications and limitations. With respect to any factual matter relevant to the opinion, such Vendor hereunder remain true counsel may rely on a certificate of a Senior Officer of Vendor;
(vi) a duly executed release and correct in all material respects resignation, effective as of the Closing Date as if made on and as Time, of such date or, if made as of a date specified therein, as of such date, and (ii) all each director of the terms Corporation 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 respectsof each of the Subsidiaries;
(12vii) if applicable, a receipt for payment of the documents or elections referred to amount provided in Section 3.6(13.3(a);
(13viii) clearance letter original share books, share ledgers and minute books and corporate seals and an undertaking from the WHSCC in respect of Wabush Mines;
(14) (i) the resignation Vendor to deliver to Purchaser promptly after Closing all Books and Records 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land Corporation and each of the shareholders Subsidiaries;
(ix) a certificate signed by a Senior Officer of Northern LandPFULC, the Corporation, Vendor and Vendor Guarantor evidencing full satisfaction and discharge of any the Debenture and inter-company debt and all rights of reimbursement of Wabush Iron in respect of the Northern Land IndebtednessLiabilities, in form Encumbrances and substance satisfactory to the Purchaser, acting reasonablyClaims related thereto; and
(17x) such any other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under Vendor to Purchaser at Closing Time pursuant to this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
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Vendor’s Closing Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the followingfollowing documents:
(1a) the certificate or certificates representing the Purchased Assets, with such delivery to occur in situ wherever such Purchased Assets are located at the Closing TimeShares;
(2b) a true copy transfer of the Approval and Vesting Order;
(3) Purchased Shares in form acceptable to the General ConveyancePurchaser, acting reasonably, duly executed by the Vendors;
(4c) the Access Agreementminute books, duly executed by share certificate books and corporate seal of the Vendors and the MonitorCorporation;
(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;
(11d) a bring-down certificate executed by a of the President or other senior officer of each of the Vendors Vendor Group Entity dated as of the Closing Date, in form and substance acceptable to the Purchaser, acting reasonably;
(e) a factual certificate of the Secretary or other officer of each Vendor Group Entity dated as of the Closing Date in form acceptable to the Purchaser, acting reasonably;
(f) a factual certificate of the Secretary or other officer of the Corporation dated as of the Closing Date in form acceptable to the Purchaser, acting reasonably;
(g) evidence in form satisfactory to the Purchaser, acting reasonably, certifying that (i) all of the representations Consents 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 Regulatory Approvals have been complied with or performed by such Vendor in all material respectsobtained;
(12h) if applicable, the documents or elections referred to a non-competition agreement 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 form acceptable 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, duly executed by each of Hxxx, Xxxx and pursuant to resolutions passed at a board meeting of Xxxxx Lake duly called for such purposeKxx;
(15i) an employment agreement between the resignation Corporation and each of Axxxxxxxx Xxxxx and Kxxxxxx Xxxxxx in form acceptable to the Purchaser, acting reasonably, duly executed by the Corporation and each of Axxxxxxxx Xxxxx and Kxxxxxx Xxxxxx;
(j) a consent to the transactions contemplated by this Agreement from each landlord of the Vendors’ nominees as officers Leased Premises in form acceptable to the Purchaser, acting reasonably;
(k) an option cancellation agreement (the “Option Cancellation Agreement”) whereby all of Northern Lands the outstanding options to purchase shares in the capital of the Corporation have been cancelled immediately prior to the Closing, in the form agreed between the Parties, duly executed by the holder of such options and as directors to the resolution of the board of directors of Northern Landsthe Corporation approving such cancellation;
(16l) with respect payoff letters or similar releases, in forms reasonably satisfactory to the Northern Land IndebtednessPurchaser, for each Lien registered against the Corporation providing that on Closing all such registrations shall be terminated, discharged and of no further force and effect;
(m) the written resignation of Hxxx Xxxxxxxx, Jxxxxxxxx Xxxxxx and each director and officer of the Corporation designated by the Purchaser and a full release of all claims against the Corporation by each such director and final officer in form acceptable to the Purchaser, acting reasonably;
(n) a mutual release of claims duly executed by Wabush Iron in favour of Northern Land the Corporation and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtedness, Vendor Group Entities in form and substance satisfactory acceptable to the Purchaser, acting reasonably; and
(17o) all such other assurances, consents, agreements, documents and instruments as may be reasonably required requested by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this AgreementTransactions, all of which shall be in form and substance satisfactory to the PartiesPurchaser, acting reasonably.
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Vendor’s Closing Deliveries. At the Closing, subject to Section 3.6 the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the followingfollowing documents, executed by the Vendor, LSI or SPN, as appropriate:
(1) a general conveyance and assumption of obligation agreement substantially in the Purchased form of Exhibit 3.2(1) (the "Conveyance and Assumption of Obligations Agreement"), together with such other bills of sale or instruments of conveyance, conveying all the Assets, other than the Trademarks, which is dealt with such delivery to occur in situ wherever such Purchased Assets the Sale of Trademarks and Product Information Agreement, and the Real Property Leases, which are located at dealt with in the Closing TimeAssignment and Assumption of Real Property Leases Agreement;
(2) a true copy sale and transfer agreement between SPN and the Purchaser substantially in the form of Exhibit 3.2(2) (the Approval "Sale of Trademarks and Vesting OrderProduct Information Agreement");
(3) an assignment agreement between LSI and the General Conveyance, duly executed by Purchaser substantially in the Vendorsform of Exhibit 3.2(3) (the "Assignment and Assumption of Real Property Leases Agreement");
(4) the Access Agreement, duly executed by the Vendors and the Monitor;
(5) all consents to the assignment a certificate 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 Vendor dated as of the Closing Date, in form and substance satisfactory to the Purchaser, acting reasonably, Date certifying that (i) all of the representations and warranties of such the Vendor hereunder remain true herein contained are true, correct and correct complete in all material respects as of the Closing Date as if made on thereon and as of such date or, if made as of a date specified therein, as of such date, and (ii) that the Vendor has performed or complied in all material respects with all of the terms covenants and conditions set out in obligations required by this Agreement to be performed or complied with or performed by such the Vendor at on or prior to the Closing have been complied with or performed by such Vendor Date in all material respectsa form to be mutually agreed;
(125) if applicablea certificate of the Secretary or Assistant Secretary of the Vendor certifying to the (a) articles of incorporation and by-laws of the Vendor, (b) resolutions of the documents Board of Directors of the Vendor and the shareholders of LSI approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (c) incumbency and signatures of the officers of the Vendor executing this Agreement and any other certificate or elections document delivered in connection herewith dated as of the Closing Date in a form to be mutually agreed;
(6) a certificate of status for the Vendor from its jurisdiction of incorporation;
(7) the agreement of Xxxxxxx X. Xxxxxx Company, Limited required by Section 4.1(6) and any and all Consents and Approvals that have been obtained prior to the Closing;
(8) certified copies of minutes or unanimous written consents of the Board of Directors of the Vendor and of LSI approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement;
(9) an opinion of the Vendor's Solicitors addressed to the Purchaser and the Purchaser's Solicitors, in the form set forth in Exhibit 3.2(9);
(10) the GST election referred to in Section 3.6(1)2.6;
(1311) clearance letter from the WHSCC in respect of Wabush Mines;
(14) (i) the resignation of the Vendors’ nominees as officers of Xxxxx Lake releases, discharges 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 such purpose;
(15) the resignation of the Vendors’ nominees as officers of Northern Lands and as directors to the board of directors of Northern Lands;
(16) with respect to the Northern Land Indebtedness, a full and final release by Wabush Iron in favour of Northern Land and each of the shareholders of Northern Land, of any and all rights of reimbursement of Wabush Iron in respect of the Northern Land Indebtednessfinancing change statements, in form and substance satisfactory to the Purchaser, acting reasonablyof all Liens, other than Permitted Liens;
(12) an agreement between the Vendor and the Purchaser substantially in the form of Exhibit 3.2(12) (the "Co-Pack Agreement");
(13) an agreement between the Vendor and the Purchaser substantially in the form of Exhibit 3.2(13) (the "Supply Agreement");
(14) an agreement between the Vendor and the Purchaser substantially in the form of Exhibit 3.2(14) (the "Transition Services Agreement");
(15) an agreement between the Vendor and the Purchaser substantially in the form of Exhibit 3.2(15) (the "Coffee Machine Loan Agreement");
(16) an agreement between the Vendor and the Purchaser substantially in the form of Exhibit 3.2(16) (the "Ice Cream Cabinet Loan Agreement");
(17) an undertaking of the Vendor to provide the Purchaser with a provincial sales tax clearance certificate under Section 6 of the RETAIL SALES TAX ACT (Ontario); and
(1718) all such other deeds of conveyance, bills of sale, assurances, transfers, assignments, consents, agreements, instruments and documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, or as are required to be delivered by the Vendors or Vendors’ counsel under this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
