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 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. 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. 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 xxxx 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 Xxxxx 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 Xxxxx 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 Xxxxxxxin 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 Xxxxxxx 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, Xxxxx, 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, Xxxxx, 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 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) 7.1.1 a certified copy of the Vesting Order in form registrable in all necessary board of directors and shareholder resolutions places required to effect its registration; 7.1.2 letters from legal counsel of the VendorsVendor 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 continuing to be in full force Receiver authorizing the sale and effect on transfer of the Closing DatePurchased Assets, approving respectively, as contemplated by this Agreement and the entering into execution and delivery of this Agreement and all documents to be executed and delivered by the Ancillary Agreements, the sale Vendor pursuant hereto; 7.1.5 a certificate of a senior officer of the Purchased Shares, and Vendor in its capacity as Receiver as to the completion incumbency 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 signatories on behalf of the executed GFINBV Deed of Transfer required to transfer legal Vendor and beneficial title to certifying 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 accuracy as of the Closing Date executed 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 each Resigning D&O the Vesting Order, the discharge and GFINBV, Xxxxx, Mineco or Exploreco, as release of the case may beDischargeable Encumbrances, in form and substance satisfactory to the PartiesPurchaser, 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, duly executed by each of including, without limitation, 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 AgreementOther Transaction Documents.