Common use of Vendor’s Closing Documents Clause in Contracts

Vendor’s Closing Documents. At the Closing, the Vendor will deliver the following to the Purchaser: 7.1.1 a certified copy of the Vesting Order in form registrable in all necessary places required to effect its registration; 7.1.2 letters from legal counsel of the Vendor to the Registrar of Titles of the Kamloops/Xxxxxx Land Title Office and the Registrar of the British Columbia Personal Property Registry and to the Purchaser, each as provided for in the Vesting Order; 7.1.3 evidence of the receipt of those Consents obtained by the Vendor prior to the Closing, together with any other consents, approvals and authorizations referred to in Sections 5.8 or 5.9 obtained by the Vendor; 7.1.4 a certified copy of a resolution of the Board of Directors or other authorizing resolution of the Vendor in its capacity as Receiver authorizing the sale and transfer of the Purchased Assets, respectively, as contemplated by this Agreement and the execution and delivery of this Agreement and all documents to be executed and delivered by the Vendor pursuant hereto; 7.1.5 a certificate of a senior officer of the Vendor in its capacity as Receiver as to the incumbency of the signatories on behalf of the Vendor and certifying the accuracy as of the Closing Date of the Vendor's representations and warranties and the performance of its covenants to be performed at or before the Closing in each case in all material respects; 7.1.6 to the extent not discharged by the Vesting Order, the discharge and release of the Dischargeable Encumbrances, in form and substance satisfactory to the Purchaser, acting reasonably; 7.1.7 the SST Certificate; 7.1.8 the Tax Elections executed by the Vendor or the Company, as applicable; 7.1.9 all deeds, documents of title, conveyances, bills of sale, transfers, assignments, and indentures and other documents necessary or desirable to effect the assignment, transfer and sale of the Purchased Assets as contemplated by this Agreement; 7.1.10 the Registration Rights Agreement; 7.1.11 the Lock-up Agreement; 7.1.12 the Assumption Agreement executed by the Vendor; 7.1.13 an opinion of counsel to the Vendor, in form and substance satisfactory to the Vendor, the Purchaser and Mercer, and their counsel, acting reasonably; and 7.1.14 such other documents as may be requested by the Purchaser or Mercer, acting reasonably, including, without limitation, the Other Transaction Documents.

Vendor’s Closing Documents. At 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, the Vendor will deliver the following to the Purchaser: 7.1.1 (a) a certified copy of the Vesting Order in form registrable in all necessary places required to effect its registration; 7.1.2 letters from legal counsel board of directors and shareholder resolutions of the Vendor Vendors, certified as continuing to be in full force and effect on the Registrar Closing Date, approving the entering into of Titles of the Kamloops/Xxxxxx Land Title Office and the Registrar of the British Columbia Personal Property Registry and to the Purchaser, each as provided for in the Vesting Order; 7.1.3 evidence of the receipt of those Consents obtained by the Vendor prior to the Closing, together with any other consents, approvals and authorizations referred to in Sections 5.8 or 5.9 obtained by the Vendor; 7.1.4 a certified copy of a resolution of the Board of Directors or other authorizing resolution of the Vendor in its capacity as Receiver authorizing the sale and transfer of the Purchased Assets, respectively, as contemplated by this Agreement and the execution Ancillary Agreements, the sale of the Purchased Shares, and delivery the completion of this Agreement and all documents to be executed and delivered by the Vendor pursuant heretoTransactions; 7.1.5 (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 certificate of a senior officer copy of the Vendor in its capacity as Receiver as executed GFINBV Deed of Transfer required to transfer legal and beneficial title to the incumbency 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 signatories on behalf of the Vendor and certifying the accuracy “Resigning D&Os”); (l) customary mutual releases dated as of the Closing Date of executed by each Resigning D&O and GFINBV, Xxxxx, Mineco or Exploreco, as the Vendor's representations and warranties and the performance of its covenants to be performed at or before the Closing in each case in all material respects; 7.1.6 to the extent not discharged by the Vesting Order, the discharge and release of the Dischargeable Encumbrancesmay be, in form and substance satisfactory to the Purchaser, acting reasonably; 7.1.7 the SST Certificate; 7.1.8 the Tax Elections executed by the Vendor or the Company, as applicable; 7.1.9 all deeds, documents of title, conveyances, bills of sale, transfers, assignments, and indentures and other documents necessary or desirable to effect the assignment, transfer and sale of the Purchased Assets as contemplated by this Agreement; 7.1.10 the Registration Rights Agreement; 7.1.11 the Lock-up Agreement; 7.1.12 the Assumption Agreement executed by the Vendor; 7.1.13 an opinion of counsel to the Vendor, in form and substance satisfactory to the Vendor, the Purchaser and Mercer, and their counsel, acting reasonably; and 7.1.14 such other documents as may be requested by the Purchaser or MercerParties, acting reasonably, includingduly 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, without limitationincluding 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 Other Transaction Documentsexecution 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. At the Closing, the Vendor will deliver the following to the Purchaser: 7.1.1 a certified copy (a) all deeds, assignments, bills of sale conveyances, transfers and other assurances which are necessary 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 xxxx of sale for the transfer of the Vesting Order in form registrable in all necessary places required Owned Real Property and any assignment relating to effect its registrationthe transfer of the Business Intellectual Property; 7.1.2 letters from legal counsel (b) the supplementary Disclosure Letter referred to in Section 6.14(a); (c) certified copies of resolutions of the directors of the Vendor to the Registrar of Titles of the Kamloops/Xxxxxx Land Title Office and the Registrar of the British Columbia Personal Property Registry and to the Purchaser, each as provided for in the Vesting Order; 7.1.3 evidence of the receipt of those Consents obtained by the Vendor prior to the Closing, together with any other consents, approvals and authorizations referred to in Sections 5.8 or 5.9 obtained by the Vendor; 7.1.4 a certified copy of a resolution of the Board of Directors or other authorizing resolution of the Vendor in its capacity as Receiver authorizing approving the sale and transfer of the Purchased Assets, respectively, Assets as contemplated by this Agreement and the execution and delivery of this Agreement and all documents required to be executed and delivered by the Vendor pursuant heretoto this Agreement; 7.1.5 a certificate of a senior officer of (d) the Vendor certificates referred to in its capacity as Receiver as to Section 7.1(a); (e) the incumbency of the signatories on behalf of the Vendor and certifying the accuracy as of the Closing Date opinion of the Vendor's representations and warranties and the performance of its covenants Solicitors referred to be performed at or before the Closing in each case in all material respectsSection 7.1(e); 7.1.6 to the extent not discharged by the Vesting Order, the discharge (f) resignations of all directors and release officers of the Dischargeable Encumbrances, in form Subsidiary and substance satisfactory all documents necessary to effect the transfer of the outstanding shares of the Subsidiary to the Purchaser, acting reasonably; 7.1.7 the SST Certificate; 7.1.8 the Tax Elections (g) an executed by the Vendor or the Company, as applicable; 7.1.9 all deeds, documents of title, conveyances, bills of sale, transfers, assignments, and indentures and other documents necessary or desirable to effect the assignment, transfer and sale copy of the Purchased Assets as contemplated by this Escrow Agreement; 7.1.10 (h) an executed copy of the Registration Rights Agreement, if required; 7.1.11 (i) an executed copy of each of the Lock-up Guarantees; (j) an executed copy of the Shared Network Use Agreement; 7.1.12 (k) an executed copy of the Assumption Agreement executed by the Vendor; 7.1.13 an opinion of counsel to the Vendor, in form and substance satisfactory to the Vendor, the Purchaser and Mercer, and their counsel, acting reasonablyLoan Facility Agreement; and 7.1.14 such (l) the update endorsement to the Title Insurance Policy as contemplated in item 11 of Schedule 1.1 (sss) and any other documents as may be requested by title insurance policy or endorsement thereto which the Vendor has elected to deliver to the Purchaser or Mercer, acting reasonably, including, without limitation, the Other Transaction Documentspursuant to Section 6.16.

Vendor’s Closing Documents. At 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, the Vendor will deliver the following to the Purchaser: 7.1.1 (a) a certified copy of the Vesting Order in form registrable in all necessary places required to effect its registration; 7.1.2 letters from legal counsel board of directors and shareholder resolutions of the Vendor Vendors, certified as continuing to be in full force and effect on the Registrar Closing Date, approving the entering into of Titles of the Kamloops/Xxxxxx Land Title Office and the Registrar of the British Columbia Personal Property Registry and to the Purchaser, each as provided for in the Vesting Order; 7.1.3 evidence of the receipt of those Consents obtained by the Vendor prior to the Closing, together with any other consents, approvals and authorizations referred to in Sections 5.8 or 5.9 obtained by the Vendor; 7.1.4 a certified copy of a resolution of the Board of Directors or other authorizing resolution of the Vendor in its capacity as Receiver authorizing the sale and transfer of the Purchased Assets, respectively, as contemplated by this Agreement and the execution Ancillary Agreements, the sale of the Purchased Shares, and delivery the completion of this Agreement and all documents to be executed and delivered by the Vendor pursuant heretoTransactions; 7.1.5 (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 certificate of a senior officer copy of the Vendor in its capacity as Receiver as executed GFINBV Deed of Transfer required to transfer legal and beneficial title to the incumbency 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 signatories on behalf of the Vendor and certifying the accuracy "Resigning D&Os"); (l) customary mutual releases dated as of the Closing Date of executed by each Resigning D&O and GFINBV, Xxxxx, Mineco or Exploreco, as the Vendor's representations and warranties and the performance of its covenants to be performed at or before the Closing in each case in all material respects; 7.1.6 to the extent not discharged by the Vesting Order, the discharge and release of the Dischargeable Encumbrancesmay be, in form and substance satisfactory to the Purchaser, acting reasonably; 7.1.7 the SST Certificate; 7.1.8 the Tax Elections executed by the Vendor or the Company, as applicable; 7.1.9 all deeds, documents of title, conveyances, bills of sale, transfers, assignments, and indentures and other documents necessary or desirable to effect the assignment, transfer and sale of the Purchased Assets as contemplated by this Agreement; 7.1.10 the Registration Rights Agreement; 7.1.11 the Lock-up Agreement; 7.1.12 the Assumption Agreement executed by the Vendor; 7.1.13 an opinion of counsel to the Vendor, in form and substance satisfactory to the Vendor, the Purchaser and Mercer, and their counsel, acting reasonably; and 7.1.14 such other documents as may be requested by the Purchaser or MercerParties, acting reasonably, includingduly 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, without limitationincluding 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 Other Transaction Documentsexecution 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.