Common use of VENDOR’S OBLIGATION AT CLOSING Clause in Contracts

VENDOR’S OBLIGATION AT CLOSING. At the Time of Closing, the Vendor shall: (a) deliver to the Corporation the signed resignations of the Vendor and the Vendor’s nominees, if any, as directors, officers and employees of the Corporation, as the case may be; (b) assign and transfer the Purchased Shares to the Purchaser and deliver the required share certificate(s) duly endorsed for transfer into the name of such Purchaser; (c) do all the things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser, free and clear of all Encumbrances; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a “non-resident” of Canada within the meaning of the Tax Act; and (e) deliver to the Corporation and the Purchaser a release by the Vendor and the Vendor’s nominees in their respective capacities as a director, officer, shareholder and employee of the Corporation of all claims against the Corporation and the Purchaser in their respective capacities as a shareholder, director, officer or employee of the Corporation, except for any claims which might arise out of the transactions of purchase and sale herein contemplated.

Appears in 13 contracts

Samples: Shareholder Agreements, Shareholders Agreement, Shareholder Agreement

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VENDOR’S OBLIGATION AT CLOSING. At the Time of Closing, the Vendor shall: (a) deliver to the Corporation the signed resignations of the Vendor and the Vendor’s nominees, if any, as directors, officers and employees of the Corporation, as the case may be; (b) assign and transfer the Purchased Shares to the Purchaser and deliver the required share certificate(s) duly endorsed for transfer into the name of such Purchaser; (c) do all the things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser, free and clear of all Encumbrances; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a “non-resident” of Canada within the meaning of the Tax Act; andand 0000-00-0000 (e) deliver to the Corporation and the Purchaser a release by the Vendor and the Vendor’s nominees in their respective capacities as a director, officer, shareholder and employee of the Corporation of all claims against the Corporation and the Purchaser in their respective capacities as a shareholder, director, officer or employee of the Corporation, except for any claims which might arise out of the transactions of purchase and sale herein contemplated.

Appears in 2 contracts

Samples: Shareholder Agreement, Shareholders Agreement

VENDOR’S OBLIGATION AT CLOSING. At the Time of Closing, the Vendor shall: (a) deliver to the Corporation the signed resignations of the Vendor and the Vendor’s nominees, if any, nominees as directors, officers and employees of the Corporation, as the case may be; (b) assign and transfer the Purchased Shares to the Purchaser and deliver the required share certificate(s) duly endorsed for transfer into the name of such Purchaser; (c) do all the things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser, free and clear of all Encumbrances; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a “non-residentnon?resident” of Canada within the meaning of the Tax Act; and (e) deliver to the Corporation and the Purchaser a release by the Vendor and the Vendor’s nominees in their respective capacities as a director, officer, shareholder and employee of the Corporation of all claims against the Corporation and the Purchaser in their respective capacities as a shareholder, director, officer or and employee of the Corporation, except for any claims which might arise out of the transactions of purchase and sale herein contemplated.

Appears in 1 contract

Samples: Shareholders Agreement

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VENDOR’S OBLIGATION AT CLOSING. At the Time of Closing, the Vendor shall: (a) deliver to the Corporation the signed resignations of the Vendor and the Vendor’s nominees, if any, nominees as directors, officers and employees of the Corporation, as the case may be; (b) assign and transfer the Purchased Shares to the Purchaser and deliver the required share certificate(s) duly endorsed for transfer into the name of such Purchaser; (c) do all the things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser, free and clear of all Encumbrances; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a “non-resident” of Canada within the meaning of the Tax Act; andand 0000-00-0000 (e) deliver to the Corporation and the Purchaser a release by the Vendor and the Vendor’s nominees in their respective capacities as a director, officer, shareholder and employee of the Corporation of all claims against the Corporation and the Purchaser in their respective capacities as a shareholder, director, officer or and employee of the Corporation, except for any claims which might arise out of the transactions of purchase and sale herein contemplated.

Appears in 1 contract

Samples: Shareholders' Agreement

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