Vendor’s Closing Documents. At least two (2) Business Days prior to the Closing Date, subject to the provisions of this Agreement, the Vendor shall deliver, or cause to be delivered, to the Purchaser’s Solicitors the following, duly executed by the Vendor, the Vendor Nominee or the Master Lease Tenant, in each case where it is to be a party thereto:
(a) registrable Form A freehold transfers (the “Transfer Documents”) of all of the Lands but for the Cascades Lands Freehold Lot in favour of the Purchaser, Designee or nominee as directed by the Purchaser, subject only to Permitted Encumbrances;
(b) transfer of beneficial interest agreement of the Subject Assets in favour of the Purchaser or Designee
(c) the Grand Villa Master Lease;
(d) the Grand Villa Master Lease Beneficial Covenant;
(e) the Grand Villa Nominee Agreement;
(f) the Starlight Master Lease;
(g) the Starlight Master Lease Beneficial Covenant;
(h) the Starlight Nominee Agreement;
(i) the Cascades Master Lease;
(j) the Cascades Master Lease Beneficial Covenant;
(k) the Cascades Nominee Agreement;
(l) the Landlord BCLC Agreement(s);
(m) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date;
(n) any specific assignment and/or assumption and/or non-disturbance or landlord acknowledgement agreements or replacement agreements which may be required under any of the Permitted Encumbrances or any hotel management or hotel license agreement governing a Property or by any Gaming Authority in respect of the Transaction;
(o) an assignment of the Vendor’s interest in all Warranties, licenses and permits (to the extent that such licenses and permits are assignable) to the extent that they relate to the Subject Assets and not to the operation of the Business;
(p) a statement of adjustments;
(q) a mutual undertaking to readjust;
(r) the Corporate Certificate re: Vendor;
(s) a direction as to the payee or payees of the Balance;
(t) a certificate of an officer of the Vendor confirming that the Vendor is not a “non-resident” of Canada within the meaning of the Income Tax Act (Canada);
(u) any documents or deliveries contemplated to be delivered by the Master Lease Tenant to the Purchaser, as landlord, pursuant to any of the Grand Villa Master Lease, the Cascades...
Vendor’s Closing Documents. At Closing, the Vendor will deliver the following to the Purchaser, executed by the Vendor, as the case may be:
(a) share certificates representing the Purchased Shares endorsed for transfer to the Purchaser or accompanied by such separate instruments of transfer, assignment, transfer or other documents duly executed as may be necessary to assign and transfer the Purchased Shares to the Purchaser;
(b) the Shareholders’ Agreement duly executed by the Vendor;
(c) resolutions of the director(s) of the Vendor authorizing the transfer of the Purchased Shares to the Purchaser (or as otherwise directed by the Purchaser) and a certified copy of such resolutions;
(d) resolutions of the director(s) of the Corporation authorizing the appointments of Xxxxx Xx as its directors;
(e) resignations and releases of all existing directors other than Xxxxxx Xxxx and Xxx Xxxx in respect of the Corporation and the M2M Nominees and the General Partners;
(f) the Corporate Records (including original share certificates and unit certificates, as applicable) relating exclusively to the Class B Shares and/or the TS1 Shares;
(g) a statutory declaration from a director of the Vendor stating that the Vendor is not a non-resident of Canada pursuant to Section 116 of the Tax Act and the Vendor will not receive the Purchase Price or any other payment hereunder for or on behalf of any person that is a non-resident of Canada within the meaning of Section 116 of the Tax Act;
(h) a certificate of an officer of the Vendor certifying that the representations and warranties of the Vendor in Section 5.1 are true and correct in all material respects as of the Closing Date;
(i) confirmation of the balance of the Cash held by 0000 Xxxxx Xxxxxx Limited Partnership as of the Closing Date; and
(j) such further documentation relating to the completion of the purchase and sale of the Purchased Shares, including any such further documents as will be otherwise referred to in this Agreement or as may be required by the Purchaser, acting reasonably.
Vendor’s Closing Documents. On the Closing Date, the Vendor shall deliver, or cause to be delivered, to the Purchaser the documents set forth in subsection 6.1.5 and such other documents as the Purchaser may reasonably require to perfect the purchase and sale intended by this Agreement.
Vendor’s Closing Documents. The Vendors will deliver or cause the following documents, duly executed by the Vendors, as applicable, to be delivered to the Purchaser Parties at the Closing:
(a) a certified copy of all necessary board of directors and shareholder resolutions of the Vendors, certified as continuing to be in full force and effect on the Closing Date, approving the entering into of this Agreement and the Ancillary Agreements, the sale of the Purchased Shares, and the completion of the Transactions;
(b) the certificates contemplated by Section 5.3(7);
(c) share certificates representing the Xxxxx Shares accompanied by all necessary deeds, conveyances, transfers and assignments and any other instruments necessary or reasonably required to transfer legal and beneficial title to the Xxxxx Shares to GG IOM;
(d) a copy of the executed GFINBV Deed of Transfer required to transfer legal and beneficial title to the GFINBV Shares to Xxxxxxx;
(e) the IRA;
(f) the RRA;
(g) the Royalty Agreement;
(h) the Xxxxxxx International Share Charge;
(i) the GG IOM Share Charge;
(j) the Termination Agreement;
(k) resignations of each Gold Fields nominee as a director and officer, as applicable, of each of GFINBV, Xxxxx, Mineco and Exploreco (collectively, the "Resigning D&Os");
(l) customary mutual releases dated as of the Closing Date executed by each Resigning D&O and GFINBV, Xxxxx, Mineco or Exploreco, as the case may be, in form and substance satisfactory to the Parties, acting reasonably, duly executed by each of the Resigning D&Os and GFINBV;
(m) all Books and Records of GFINBV in the possession of the Gold Fields Group, including the original up-to-date hard copy shareholders register of GFINBV;
(n) a duly signed power of attorney on behalf of each of GFINBV and GF Netherlands (notarized and apostilled if the notarization statement is issued by a non-Dutch notary), as well as all "know your client" documentation as reasonably required by a notary, for the execution of the GFINBV Deed of Transfer; and
(o) all other documents required to be delivered by the Vendors on the Closing Date pursuant to the provisions of this Agreement.
Vendor’s Closing Documents. On or before the Closing Date, the Vendor and Aquos will deliver, or cause to be delivered, the following documents to the Purchaser against delivery by the Purchaser of the Purchaser’s Closing Documents:
Vendor’s Closing Documents. On or before the Closing Date, the Vendor will deliver, or cause to be delivered, to the Vendor’s Solicitors, in trust, the following documents:
Vendor’s Closing Documents. At the Closing, each of the Vendors shall deliver the following to the Purchaser:
(a) all executed deeds, bills of sale, conveyances, transfers, assignments, instruments and other documents, including Royalty Assignment Agreements, which are DM_VAN/237461-00001/6307131.3 necessary to assign, sell and transfer each Royalty as contemplated by this Agreement in such form and content as the Purchaser may require, acting reasonably;
(b) certified copies of resolutions of the directors of any corporate Vendor approving the completion of the Transaction and the execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by such Vendor pursuant to this Agreement in such form and content as the Purchaser may require, acting reasonably;
(c) if not previously delivered to the Purchaser, the original Books and Records and Royalty Agreements; and
(d) a certificate of each Vendor pursuant to section 6.1(c);
(e) a receipt for the Consideration Shares.
Vendor’s Closing Documents. At the Closing, the Vendors shall execute and deliver to the Purchaser all deeds, bills of sale, conveyances, transfers, assignments, instruments and other documents necessary to assign, sell and transfer the Royalties and related rights as contemplated by this Agreement, each in such form and content as the Purchaser may require, acting reasonably, including:
(a) a Royalty Assignment Agreement (Sale) with respect to each Royalty Agreement that is not a Farm-Out Agreement or a Farm-In Agreement;
(b) a Royalty Assignment Agreement (Farm-Out) with respect to each Royalty Agreement that is a Farm-Out Agreement; and
(c) a Royalty Assignment Agreement (Farm-In) with respect to each Royalty Agreement that is a Farm-In Agreement.
Vendor’s Closing Documents. At the Closing, the Vendor will tender to the Purchaser:
(a) resignations in writing of all directors and officers of the Company specified by the Purchaser;
(b) releases from each director, officer, and shareholder of the Company, releasing the Company from any and all possible claims against the Company arising from any act, matter or thing arising at or before the Closing Date;
(c) certified copies of resolutions of the directors of the Company in form satisfactory to the Purchaser, acting reasonably, authorizing the transfer of the Shares to and registration of the Shares in the name of the Purchaser and issue of new share certificates representing the Shares in the name of the Purchaser;
(d) share certificates in the name of the Vendor representing the Shares duly endorsed for transfer and duly executed share certificates representing the Shares in the name of the Purchaser;
(e) the central securities register of the Company recording that the Purchaser is the holder of all issued and outstanding shares of the Company;
(f) an opinion in the form described in section 8.4;
(g) all corporate records and books of account of the Company including minute books, the central securities register, and annual reports, and a certificate of good standing; and
(h) every common seal of the Company.
Vendor’s Closing Documents. At Closing, the Vendor shall deliver to the Purchaser a share certificate evidencing the Target Shares duly endorsed for transfer or, if the share certificate is not duly endorsed for transfer, a duly executed and signature guaranteed stock transfer form in a form reasonably acceptable to the Purchaser’s attorneys.
