Common use of Vendor’s Closing Documents Clause in Contracts

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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇; (e) the IRA; (f) the RRA; (g) the Royalty Agreement; (h) the ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇, 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, ▇▇▇▇▇, 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. The Vendors At the Closing, the Vendor will deliver or cause the following documents, duly executed by the Vendors, as applicable, to be delivered to the Purchaser Parties at the ClosingPurchaser: (a) a certified copy all deeds, assignments, bills of all sale conveyances, transfers and other assurances which are necessary board to assign or transfer the Assets or the Vendor's right, title and interest in, to and under the Assets to the Purchaser as contemplated by this Agreement in such form and substance satisfactory to the Purchaser acting reasonably, including any ▇▇▇▇ of directors and shareholder resolutions sale for the transfer of the Vendors, certified as continuing Owned Real Property and any assignment relating to be in full force and effect on the Closing Date, approving the entering into of this Agreement and the Ancillary Agreements, the sale transfer of the Purchased Shares, and the completion of the TransactionsBusiness Intellectual Property; (b) the certificates contemplated by supplementary Disclosure Letter referred to in Section 5.3(76.14(a); (c) share certificates representing certified copies of resolutions of the ▇▇▇▇▇ Shares accompanied directors of the Vendor approving the sale and transfer of the Assets as contemplated by this Agreement and the execution and delivery of this Agreement and all necessary deeds, conveyances, transfers and assignments and any other instruments necessary or reasonably documents required to transfer legal and beneficial title be executed by the Vendor pursuant to the ▇▇▇▇▇ Shares to GG IOMthis Agreement; (d) a copy of the executed GFINBV Deed of Transfer required certificates referred to transfer legal and beneficial title to the GFINBV Shares to ▇▇▇▇▇▇▇in Section 7.1(a); (e) the IRAopinion of the Vendor's Solicitors referred to in Section 7.1(e); (f) resignations of all directors and officers of the RRASubsidiary and all documents necessary to effect the transfer of the outstanding shares of the Subsidiary to the Purchaser; (g) an executed copy of the Royalty Escrow Agreement; (h) an executed copy of the ▇▇▇▇▇▇▇ International Share ChargeRegistration Rights Agreement, if required; (i) an executed copy of each of the GG IOM Share ChargeGuarantees; (j) an executed copy of the Termination Shared Network Use Agreement; (k) resignations an executed copy of each Gold Fields nominee as a director and officer, as applicable, of each of GFINBV, ▇▇▇▇▇, Mineco and Exploreco (collectively, the “Resigning D&Os”);Loan Facility Agreement; and (l) customary mutual releases dated as of the Closing Date executed by each Resigning D&O and GFINBV, ▇▇▇▇▇, Mineco or Exploreco, as the case may be, in form and substance satisfactory update endorsement to the Parties, acting reasonably, duly executed by each Title Insurance Policy as contemplated in item 11 of Schedule 1.1 (sss) and any other title insurance policy or endorsement thereto which the Resigning D&Os and GFINBV; (m) all Books and Records of GFINBV in Vendor has elected to deliver to 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 Purchaser pursuant to the provisions of this AgreementSection 6.16.

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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇; (e) the IRA; (f) the RRA; (g) the Royalty Agreement; (h) the ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇, 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, ▇▇▇▇▇, 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. The At the Closing and upon the satisfaction of the closing conditions set out in Article 5 of this Agreement, the Vendors will shall deliver or cause the following documents, duly executed by the Vendors, as applicable, to be delivered to the Purchaser Parties at in such form and content as the ClosingPurchaser or its solicitor may require, acting reasonably: (a) a certified copy certificates representing the RGI Shares duly endorsed in blank for transfer, or accompanied by irrevocable transfer powers of attorney duly executed in blank, in either case by the holder of record thereof, all necessary board of directors in form and shareholder resolutions substance sufficient to permit the valid registration of the Vendors, certified Purchaser as continuing to be in full force and effect on the Closing Date, approving the entering into owner of this Agreement and the Ancillary Agreements, the sale record of the Purchased RGI Shares, and the completion of the Transactions; (b) the certificates contemplated by Section 5.3(7)resignations and releases from all directors and officers of RGI; (c) share certificates representing the ▇▇▇▇▇ 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 ▇▇▇▇▇ Shares to GG IOMCompany Intellectual Property; (d) a copy written agreement of the executed GFINBV Deed shareholders of Transfer required to transfer legal and beneficial title to RGI, terminating the GFINBV Shares to ▇▇▇▇▇▇▇Shareholder Agreement dated October 10, 2003; (e) certified copies of resolutions of the IRAdirectors and of a special resolution of the shareholders of RGI approving the completion of the transactions contemplated by this Agreement; (f) opinion of solicitor for the RRAVendors; (g) the Royalty Agreementcertificates of the President of RGI regarding representations, warranties and closing conditions; (h) certificates of good standing from the ▇▇▇▇▇▇▇ International Share ChargeCommonwealth of Massachusetts and the State of Delaware; (i) such documents as may be required to change the GG IOM Share Chargesigning officers on the RGI bank accounts to the nominees of the Purchaser; (j) all credit cards in the Termination Agreementname of RGI, all merchant cards and machines; (k) resignations the minute books and the corporate seals of each Gold Fields nominee as a director and officer, as applicable, of each of GFINBV, ▇▇▇▇▇, Mineco and Exploreco (collectively, the “Resigning D&Os”);RGI; and (l) customary mutual releases dated as of the Closing Date executed by each Resigning D&O and GFINBV, ▇▇▇▇▇, 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 such other documents required to and certificates as may be delivered reasonably requested by the Vendors on the Closing Date pursuant to the provisions of this AgreementPurchaser.