Common use of Vendor’s Deliveries Clause in Contracts

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of a resolution of the Joint Venture duly passed, with a certification that the Joint Venture Agreement has not been rescinded or amended and continues to be in effect and approving the transfer of the Interest to the Purchaser; the legal opinion of the Vendors’ Law Firm in form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 Vendor shall deliver or cause to be delivered to the Purchaser: : a) all deeds of conveyance, bills of sales, transfer sale and assignmentstransfers, duly executed, executed in form and content satisfactory to the Purchaser’s 's Solicitors, appropriate to fulfill effectively vest good and marketable title to the Vendors’ obligations under Purchased Assets in the Purchaser to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is necessary or desirable; ; b) all consents or approvals required by this Agreement to be obtained by the Vendor; ; c) possession of the Purchased Assets and all books and records relating to the Purchased Assets including without limitation subscriber lists; d) a duly executed statutory declaration of the President 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 or before the Closing Date pursuant to the terms of this Agreement have been duly performed; ; e) a certified copy statement 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 declaration made pursuant to any bulk sales legislation if any of the Vendor Purchased Assets or the Business is situated in accordance with its termsa jurisdiction where such legislation applies; f) if applicable, except as any be limited by laws of general application affecting the rights of creditors generally; andduly executed release of, the legal opinion of a firm acting for the Joint Venture in form reasonably satisfactory or evidence 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 reasonable satisfaction of the Interest Purchaser as to the Purchaser under this Agreement.discharge of, any and all Encumbrances;

Vendor’s Deliveries. At the Closing the Vendor shall deliver or cause to be delivered to the Purchaser: : (a) 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; ; (b) all consents or approvals required by this Agreement to be obtained by the Vendor; ; (c) 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; ; (d) 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; ; (e) 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, , (f) 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 Vendor shall deliver or cause to be delivered to the Purchaser: : (a) all deeds of conveyance, bills of salessale, transfer and assignments, duly executed, in form and content satisfactory to the Purchaser’s 's Solicitors, appropriate to fulfill effectively vest good and marketable title to the Vendors’ obligations under Assets in the Purchaser to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is necessary or desirable; ; (b) all consents or approvals required by this Agreement to be obtained by the Vendor; ; (c) possession of the Assets; (d) a duly executed statutory declaration of the President of the Vendor dated the Closing losing Date to the effect that the representations and warranties of the Vendor contained ontained in this Agreement are true and correct and that the covenants and agreements greements of the Vendor to be performed on to or before the Closing Date pursuant to the terms of this Agreement have been duly performed; (e) duly executed releases of, or evidence to the reasonable satisfaction of the Purchaser as to the discharge of any and all indebtedness which the Purchaser has not agreed to assume and which may be enforceable against any of the Assets being purchased hereunder; (f) a statement of the Assumed Liabilities signed by the Vendor; (g) evidence satisfactory to the Purchaser's Solicitors of the transfer to the Purchaser or acquisition by the Purchaser of all Permits; (h) a certified copy of a resolution of the Joint Venture directors of the Vendor duly passed, with a certification that the Joint Venture Agreement is has not been rescinded or amended and continues to be in effect effect, authorizing the execution, delivery and approving the transfer implementation 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 of all transactions contemplated hereby; hereby and of all necessary steps and proceedings have been taken by the Vendor documents 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 be 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 generallypursuant hereto; and (i) all lists of customers, the legal opinion of a firm acting outstanding orders for the Joint Venture in form reasonably satisfactory purchase and sale of inventory, brochures, samples, price lists, files, records, documents and other information related to the Purchaser’s Solicitors stating that the Vendor owns the InterestBusiness and all consents, the Joint Venture conducts and other rights used in connection with 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 Vendor shall deliver or cause to be delivered to the Purchaser: : a) all deeds of conveyance, bills of sales, transfer sale and assignmentstransfers, duly executed, executed in form and content satisfactory to the Purchaser’s Solicitors, appropriate to fulfill effectively vest good and marketable title to the Vendors’ obligations under Purchased Assets in the Purchaser to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is necessary or desirable; ; b) all consents or approvals required by this Agreement to be obtained by the Vendor; Vendor by the Closing Date, subject to Section 2.9; c) possession of the Purchased Assets and all books and records relating to the Purchased Assets including without limitation subscriber lists; d) a duly executed statutory declaration of the President or CEO 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 or before the Closing Date pursuant to the terms of this Agreement have been duly performed; e) a statutory declaration of the Vendor pursuant to any bulk sales legislation if any of the Purchased Assets or the Business is situated in a jurisdiction where such legislation applies confirming the names of all creditors of the Vendor as at the Closing Date and the corresponding amount of indebtedness; and if required by the Purchaser, a waiver of any one or more of those creditors in accordance with the bulk sales legislation; f) a guarantee of the Vendor's U.S. affiliate, MDU Communications (USA) Inc. in favour of the Purchaser, in relation to applicable bulk sales legislation, in form and content satisfactory to the parties acting reasonably; g) if applicable, duly executed release of, or evidence to the reasonable satisfaction of the Purchaser as to the discharge of, any and all Encumbrances; h) a certified copy of a resolution of the Joint Venture directors of the Vendor duly passed, with a certification that the Joint Venture Agreement it has not been rescinded or amended and continues to be in effect effect, authorizing the execution, delivery and implementation of this Agreement and of all transactions contemplated hereby and of all documents to be delivered by the Vendor pursuant hereto; i) a certified copy of a special resolutions of the shareholders of the Vendor, if required, duly passed, with a certification that it has not been rescinded and continues to be in effect, approving the transfer sale of the Interest Purchased Assets by the Vendor; j) an agreement executed by the Vendor terminating the Star Choice MDU System Operator Agreement, in form and content satisfactory to the Purchaser; Vendor, acting reasonably; k) a release executed by the legal opinion Vendor in favour of the Vendors’ Law Firm Purchaser, Cancom Satellite Communications Inc. and their respective directors, officers, shareholders, employees and agents, in form reasonably and content satisfactory to the Purchaser’s Solicitors stating that the Vendor has the capacity to own the Interest, conduct the Business, execute acting reasonably; 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 l) such other documentation as 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 may 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 Agreementrequest.