Vendor’s Deliveries. At the Closing the Vendor shall deliver or cause to be delivered to the Purchaser: all deeds of conveyance, bills of sales, transfer and assignments, duly executed, in form and content satisfactory to the Purchaser’s Solicitors, appropriate to fulfill the Vendors’ obligations under this Agreement, and immediately registrable in all places where registration of such instruments is necessary or desirable; all consents or approvals required by this Agreement to be obtained by the Vendor; a duly executed statutory declaration of the Vendor dated the Closing Date to the effect that the representations and warranties of the Vendor contained in this Agreement are true and correct and that the covenants and agreements of the Vendor to be performed on to before the Closing Date pursuant to the terms of this Agreement have been duly performed; a certified copy of a resolution of the Joint Venture duly passed, with a certification that the Joint Venture Agreement has not been rescinded or amended and continues to be in effect and approving the transfer of the Interest to the Purchaser; the legal opinion of the Vendors’ Law Firm in form reasonably satisfactory to the Purchaser’s Solicitors stating that the Vendor has the capacity to own the Interest, conduct the Business, execute and deliver this Agreement and undertake and complete the transactions contemplated hereby; all necessary steps and proceedings have been taken by the Vendor to permit the transfer of the Interest to the Purchaser under this Agreement; and this Agreement and all other agreements and instruments required hereunder have been duly and validly authorized, executed and delivered by the Vendor and are legal, valid and binding obligations of the Vendor in accordance with its terms, except as any be limited by laws of general application affecting the rights of creditors generally; and, the legal opinion of a firm acting for the Joint Venture in form reasonably satisfactory to the Purchaser’s Solicitors stating that the Vendor owns the Interest, the Joint Venture conducts the Business; the Vendor has taken all necessary steps as required by the Joint Venture Agreement to permit the transfer of the Interest to the Purchaser under this Agreement.
Vendor’s Deliveries. At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the following documents:
(a) all share certificates representing the Purchased Shares duly endorsed for transfer in favour of the Purchaser;
(b) the certificate of a senior officer of the Vendors, acting as an officer and without personal liability, confirming as of the Closing Date the representations, warranties and covenants of the Vendors as set out in Sections 5.1.1(a) and 5.1.1(b) of this Agreement, in form and substance satisfactory to the Purchaser, acting reasonably;
(c) evidence in form and substance satisfactory to the Purchaser that the Required Third Party Consents have been obtained;
(d) evidence that the Parties have terminated the Master Services Agreement;
(e) at least five (5) days prior to the Closing Date, an accurate list of all the Third Party Assets located on the Real Properties and a commitment from the Vendors, in a form agreeable to the Purchaser, that all such Third Party Assets shall be removed by the Vendors, at their sole cost and expense, from the Real Properties within sixty (60) days after the Closing Date;
(f) the Pre-Closing Reorganization Documents, each duly executed by the parties thereto and in form and substance satisfactory to the Purchaser;
(g) the duly executed Escrow Agreement;
(h) the duly executed POD-1 Xxxx of Sale;
(i) the duly executed Mutual Release;
(j) evidence that all outstanding municipal tax arrears relating to the Business have been paid in full;
(k) resignations and releases, in the form set forth in Exhibit D, from all directors or officers of the Targets from their respective positions with the Targets;
(l) evidence in form and substance satisfactory to Purchaser that all Contracts between the Targets, on the one hand, and any one or more of the Vendors or Representatives of any Related Party, on the other hand have been terminated, without any penalty, obligations or other Liability imposed on the Targets;
(m) evidence in form and substance satisfactory to Purchaser, acting reasonably, that all loans, advances and payables made or to be made by the Targets, on the one hand, to any Related Parties, together with all interest thereon, if applicable, have been reimbursed in full (except as otherwise agreed to by the Parties);
(n) all Books and Records of the Targets and the Business (other than any minute books and other Constating Records of the Vendors); and
(o) all such other assurances, consents, transfer/deeds,...
Vendor’s Deliveries. The Vendor will provide to the Purchaser within 3 Business Days after the date of execution and acceptance of this Agreement:
(a) Copies of all plans of survey, plans, specifications and drawings for the Lands and Buildings that, in the actual knowledge of the Vendor, are in the Vendor’s possession or control. The Vendor shall make reasonable inquiries with the current Skyservice employees.
(b) Authorizations addressed to such governmental offices, officials and authorities as the Purchaser may reasonably request (such request to be made not more than one day after the date of execution of this Agreement) authorizing disclosure to the Purchaser’s solicitors of any matters relating to the Purchased Assets. Such authorizations shall not contain requests for any inspections other than the Purchased Assets.
(c) Copies of all documents that, in the actual knowledge of the Vendor, are in the possession or control of the Vendor pertaining to the environmental status of the Lands and Buildings, including all audits, permits, test reports or certificates of approval in respect of any environmental matters in connection with the Lands and Buildings. The Vendor shall make reasonable inquiries with the current Skyservice employees.
(d) Copies of the Leases (including, without limitation, the Fly Park Inn Lease) and the Contracts pertaining to the Lands and Buildings that, in the actual knowledge of the Vendor, are in the Vendor’s possession or control. The Vendor shall make reasonable inquiries with the current Skyservice employees.
Vendor’s Deliveries. 3.1 The Vendor shall deliver to the Purchaser the following:
(i) promptly, upon receipt of requests by the Purchaser from time to time, executed letters of authorization or consents to Governmental Authorities authorizing disclosure to the Purchaser and its agents of all information, orders, notices and documentation directly or indirectly relating to the Lands, and authorizing the submission by the Purchaser of applications for rezoning, official plan amendments, minor variances and/or site plan approval, if required; and
(ii) from time to time prior to Closing, in addition to information already provided to the Purchaser, copies of any other new soil, environmental, noise, traffic, planning and other tests and reports and any other new planning and other similar documents and information (to the extent relevant to the Lands), as soon as reasonably possible in the circumstances after the Vendor obtains possession or control of same.
3.2 If this Agreement is terminated, the Purchaser shall return to the Vendor the items delivered under section 3.1 except authorizations and consents delivered under section 3.1(i) that have already been forwarded to Governmental Authorities.
Vendor’s Deliveries. The Vendors shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing all the documents contemplated in Section 7.2.
Vendor’s Deliveries. 11.1 At the Closing the Vendors shall deliver or cause to be delivered to the Purchaser,:
(a) a resolution of the board of directors of the Corporation approving the transfer of the Xxxxxx Shares to the Purchaser;
(b) share certificates for the Xxxxxx Shares duly endorsed for transfer;
(c) the corporate records and seals of the Corporation including, without limiting the generality of the foregoing, the Corporation's constating documents and all minutes and resolutions of the Corporation's directors and shareholders;
(d) resignations of all of the directors and officers of the Corporation requested by the Purchaser (other than Xxxxx Xxxxxx who shall remain as a director of the corporation following Closing,) and releases by all such directors and officers of the Corporation of all claims they have against the Corporation, conditional on the completion of the sale of the Xxxxxx Shares pursuant hereto;
(e) copies of all documents (including, without limitation, records, correspondence and contracts) that have not been previously delivered before Closing and that the Purchaser in its reasonable opinion considers to be necessary or desirable for the conduct by the Purchaser of any activities related to the Assets.
Vendor’s Deliveries. The Vendor will deliver or cause to be delivered to the Purchaser any documents, agreements or certificates as may be reasonably requested by the Purchaser to give effect to the terms of this Agreement.
Vendor’s Deliveries. (1) At the Time of Closing, the Vendor shall deliver or cause to be delivered to the Purchaser the following documents:
(a) share certificates representing the Purchased Shares duly endorsed in blank for transfer, or irrevocable transfer powers of attorney with respect to the Purchased Shares, duly executed in blank, with such signatures guaranteed to the satisfaction of the Purchaser, acting reasonably;
(b) the minute books, share certificate books and corporate seals of the Corporation;
(c) a resignation and release executed by each of the directors of the Corporation which were designated by the Vendor in the form agreed to by the Parties, acting reasonably;
(d) any documents or instruments required pursuant to the provisions of Section 10.3.
(2) At the Time of Closing, the Vendor shall take such steps as shall be necessary to cause the Corporation to enter the Purchaser upon the books of the Corporation as the holder of the Purchased Shares and to issue a share certificate to the Purchaser representing the Purchased Shares.
Vendor’s Deliveries. Not later than the Closing Date, the Vendor will deliver to the Vendor’s Solicitors, properly executed and acknowledged the following:
Vendor’s Deliveries. At Closing, the Vendors shall deliver or cause to be delivered (or, in the case of subsection (e) below, make available) to the Purchaser:
(a) share certificates representing the Company Shares owned by the Vendors, duly endorsed for transfer in favour of the Purchaser;
(b) the Vendors' certificates contemplated by Sections 5.5(b), (c) and (e) and the Company's certificate contemplated by Section 5.5(g);
(c) valid and binding assignment agreements, in form and substance satisfactory to the Purchaser, duly executed by each of the Vendors, whereby such Vendor shall transfer, sell, assign and otherwise convey to the Company all right, title and interest held by such Vendor, individually or jointly with any other person, directly or indirectly, in or to any of the Principal Assets and any other assets used in and material to the Company Business;
(d) the Requisite Approvals contemplated by Section 5.5(f);
(e) all of the books, records, accounts, files, Software and other documentation and computer information, data and materials of any nature of the Company and its Subsidiaries (which shall include all corporate and financial books and records required to be maintained by either the laws of the respective jurisdictions of incorporation of the Company or its Subsidiaries, as the case may be, or good business practices);
(f) valid and binding employment agreements and non-competition agreements duly executed by each of the Key Employees;
(g) the written resignations of each of the directors and officers of the Company and each of its Subsidiaries, solely in their respective capacities as director and/or officer and not as an employee, effective as of the Closing Date, together with written releases, in form and substance satisfactory to the Purchaser, acting reasonably, releasing the Company and each of its Subsidiaries and the Purchaser and its Affiliates from any liabilities or claims of any nature whatsoever that such directors and officers might have in such capacities (and, for greater certainty, excluding amounts owing in respect of compensation);
(h) the Escrow Agreement, duly executed by all parties thereto other than the Purchaser and the Escrow Agent;
(i) the valid and binding termination of the engagement of X.X. Xxxxxx Securities Inc. under the XX Xxxxxx Letter Agreements (subject to the survival of certain indemnities in favour of X.X. Xxxxxx Securities Inc. and its related parties) in form and substance satisfactory to the Purchaser;
(j) copies of ...
