Vendor’s Closing Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the following: (1) all of the Purchased Assets, provided that delivery shall occur in situ at the Bloom Lake Mine and the Xxxxxx Mine; (2) a true copy of the Approval and Vesting Order; (3) the Xxxxx Xxxx of Sale, duly executed by Bloom Lake LP; (4) the Wabush Xxxx of Sale, duly executed by Wabush Iron and Wabush Resources; (5) a bring-down certificate executed by a senior officer of each of the Vendors dated as of the Closing Date, in form and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) all of the representations and warranties of such Vendor hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a date specified therein, as of such date, and (ii) all of the terms and conditions set out in this Agreement to be complied with or performed by such Vendor at or prior to Closing have been complied with or performed by such Vendor in all material respects; and (6) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Asset Purchase Agreement
Vendor’s Closing Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the following:
(1) all of the Purchased Assets, provided that delivery shall occur in situ at the Bloom Lake Mine and the Xxxxxx Mine;
(2) a true copy of the Approval and Vesting Order;
(3) the Xxxxx Xxxx of Sale, duly executed by Bloom Lake LPthe Vendors;
(4) the Wabush Xxxx of Sale, duly executed by Wabush Iron and Wabush Resources;
(5) a bring-down certificate executed by a senior officer of each of the Vendors dated as of the Closing Date, in form and substance satisfactory to the Purchaser, acting reasonably, certifying that (i) all of the representations and warranties of such Vendor hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a date specified therein, as of such date, and (ii) all of the terms and conditions set out in this Agreement to be complied with or performed by such Vendor at or prior to Closing have been complied with or performed by such Vendor in all material respects; and
(65) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Asset Purchase Agreement
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the following:
(1) all of the Purchased Assets, provided that delivery shall occur in situ at the Bloom Lake Mine Ottawa Valley Railway and the Xxxxxx MineQuébec Gatineau Railway;
(2) a true copy of the Approval and Vesting Order;
(3) the Xxxxx Xxxx of Sale, duly executed by Bloom Lake LPthe Vendor;
(4) the Wabush Xxxx of Sale, duly executed by Wabush Iron and Wabush Resources;
(5) a bring-down certificate executed by a senior officer of each of the Vendors Vendor 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 the 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 the Vendor at or prior to Closing have been complied with or performed by such the Vendor in all material respects; and
(65) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Asset Purchase Agreement
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the following:
(1) all of the Purchased Assets, provided that delivery shall occur in situ wheresoever such Purchased Assets are located at the Bloom Lake Mine and the Xxxxxx MineClosing Time;
(2) a true copy of the Approval and Vesting Order;
(3) the Xxxxx Xxxx Deed of SaleTransfer in the form of Exhibit A, duly executed by Bloom Lake LPthe Nominee with the intervention of the Vendor;
(4) authorization and direction by the Wabush Xxxx Vendor to the Nominee to execute the Deed of SaleTransfer as xxxxx-nom, duly executed by Wabush Iron mandatary, agent and Wabush Resourcesnominee of the Vendor;
(5) 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, certifying that (i) all of the representations and warranties of such the 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 the Vendor at or prior to Closing have been complied with or performed by such the Vendor in all material respects; and
(6) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Asset Purchase Agreement
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the following:
(1) all of the Purchased Assets, provided that delivery shall occur in situ at the Bloom Lake Mine and the Xxxxxx MineQuébec Gatineau Railway;
(2) a true copy of the Approval and Vesting Order;
(3) the Xxxxx Xxxx of Sale, duly executed by Bloom Lake LPthe Vendor;
(4) the Wabush Xxxx of Sale, duly executed by Wabush Iron and Wabush Resources;
(5) a bring-down certificate executed by a senior officer of each of the Vendors Vendor 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 the 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 the Vendor at or prior to Closing have been complied with or performed by such the Vendor in all material respects; and
(65) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Asset Purchase Agreement
Vendor’s Closing Deliveries. At the Closing, the Vendors Vendor shall deliver or cause to be delivered to the Purchaser the following:
(1) all of the Purchased Assets, provided that delivery shall occur in situ at the Bloom Lake Mine and the Xxxxxx MinePointe- Noire Facilities;
(2) a true copy of the Approval and Vesting Order;
(3) the Xxxxx Xxxx Bill of Sale, duly executed by Bloom Lake LPthe Vendor;
(4) the Wabush Xxxx of Sale, duly executed by Wabush Iron and Wabush Resources;
(5) a bring-down certificate executed by a senior officer of each of the Vendors Vendor 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 the 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 the Vendor at or prior to Closing have been complied with or performed by such the Vendor in all material respects; and
(65) such other agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Appears in 1 contract
Samples: Asset Purchase Agreement