Vendor’s Obligations Sample Clauses

Vendor’s Obligations. On Completion, the Vendor shall: (i) deliver or procure to be delivered to the Purchaser : (a) such waivers, consents and any other documents as the Purchaser may require to give good title to the Sale Share free from all Encumbrances, equities and other third party rights of any nature whatsoever and to enable the Purchaser and/or its nominee to be registered as the holder of the Sale Share contemplated under this Agreement; (b) if any of the same has not been provided prior to Completion, such documents as the Purchaser may require evidencing the fulfilment of the Conditions; (c) all the corporate documents, statutory books and records of the Company (which shall be written up to but not including the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of the Company; (d) written confirmation from the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any of the Warranties; (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees given by the Company in favour of third parties in respect of the performance of the obligations of the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (ii) cause all property and assets of the Company remaining on sites controlled by the Vendor to be delivered on or immediately following Completion to the premises of the Company or otherwise as the Vendor and the Purchaser may agree.

Vendor’s Obligations. 1.1 At Completion the Vendors shall: (a) deliver to the Purchaser or procure the delivery to the Purchaser of: (i) each of the Pre-Sale Property Extraction Agreements, duly executed by each of the parties thereto; (ii) a duly executed transfer in respect of the Shares in favour of the Purchaser (or such other person as the Purchaser may nominate); (iii) share certificates in respect of all of the Shares, or an indemnity in Agreed Form for any lost share certificates; (iv) the original of any power of attorney in Agreed Form under which any document to be delivered by the Vendors to the Purchaser under this paragraph 1 has been executed; (v) in respect of each Group Company, letters of resignation in Agreed Form duly executed by each director of such Group Company (as set out in Schedule 2); (vi) in respect of each Group Company, a letter of resignation in Agreed Form duly executed by the company secretary of such Group Company (as set out in Schedule 2); (vii) in respect of each Group Company, a letter of resignation in Agreed Form duly executed by the auditors of such Group Company (as set out in Schedule 2) accompanied by any further documents as are necessary to effect a valid resignation of the auditors in the UK; (viii) all the statutory and other books (duly written up to date) of each Group Company and all certificates of incorporation, certificates of incorporation on change of name and common seals (if any) as are kept by such Group Company; (ix) a counterpart of the Tax Deed of Covenant duly executed by the Vendors; (x) the New Lease duly executed by each of AP Newco and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Pharma Division) Limited; (xi) the Consultancy Agreement duly executed by AP and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Pharma Division) Limited; (xii) ▇▇▇▇▇▇▇▇.▇▇▇ searches confirming that all of the AM Domain Names have been transferred into the name of a Group Company; (xiii) each of the Blocked Account Notices and Acknowledgments duly executed by the Vendors and the Security Bank (as appropriate); and (xiv) a copy of the resolutions as are referred to in paragraph (b), duly certified as correct by a director of the relevant Group Company. (b) procure that board resolutions of each Group Company are passed: (i) approving, in the case of the Company, the transfers of the Shares and (subject only to due stamping) the registration, in the register of members, of the Purchaser as the holder of the Shares; (ii) appointing as directors and/or secretary of such Group Company such persons as...

Vendor’s Obligations. Third Party Vendor shall immediately correct any breach of this Agreement or violation of the KAAR Policies within its control, whether committed by Firm, Licensee Party, or Third Party Vendor, upon notice from KAAR.

Vendor’s Obligations. The Vendor's obligations under this Section 14 will not apply to any infringement or violation of Intellectual Property Rights to the extent caused by modification of the Equipment, Software, the System, any PCS System, any PCS Sub-System or any component thereof by the Owner, or any infringement caused solely by the Owner's use and maintenance of the Products other than in accordance with the Specifications and the purposes contemplated by this Contract, except as expressly authorized or permitted by the Vendor. The Owner will indemnify the Vendor against all liabilities and costs, including reasonable attorneys' fees, for defense and settlement of any and all claims against the Vendor for infringements or violations based upon this subsection 14.4.

Vendor’s Obligations. The Vendor shall have performed each of its obligations under this Agreement to the extent required to be performed on or before the Closing Date, including delivery of all documents, instruments and other items specified elsewhere in this Agreement; (c)

Vendor’s Obligations. As a material part of the consideration for this AGREEMENT, VENDOR and RCMLS hereby jointly and severally agree that VENDOR and RCMLS: a. Will not knowingly permit any access to the SERVICE through the connection or otherwise by any person(s) or entity other than END USERS that have executed valid subscriber agreements with RCMLS; b. Will not make any use, alteration, adaption, addition, change or revision of the data in the SERVICE, other than to make it available to END USERS that have executed valid subscriber agreements with RCMLS; c. VENDOR will notify RCMLS within a reasonable time before making any change in the electronic connection between the SERVICE and VENDOR; d. VENDOR will design and maintain the connection in such a way that it does not impair or damage the performance of the SERVICE in any way; e. VENDOR will not enter into any license, sublicense, access, electronic connection or other agreement or arrangement, the effect of which would be to permit access to the SERIVCE, or any portion thereof, to any party other than END USERS that have executed a valid subscriber agreement with RCMLS; and f. VENDOR will not subcontract, assign, delegate or otherwise transfer any right or obligation under this Agreement without first obtaining RCMLS’s prior written consent; and g. VENDOR will establish and maintain firewalls, filters, and such additional and/or complementary security systems as may be reasonably necessary in order to provide reasonable assurances that the data is secure and the connection may not be used to access the SERVICE, except by END USERS that have executed a valid subscriber agreement with RCMLS.

Vendor’s Obligations. At Completion the Vendors shall deliver to the Purchaser each of the documents listed in PART 1 of SCHEDULE 2.

Vendor’s Obligations on Completion 1.1 On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following: (a) transfers in respect of the Sale Shares duly executed by the Vendor and completed in favour of the Purchaser, together with the share certificate(s) (if any) in respect thereof; (b) a certified true copy of the updated register of members of the Company reflecting the transfer of the Sale Shares to the Purchaser; (c) if so required by the Purchaser, the written resignations of all the existing directors and secretaries and any other officers of the Company from their directorships and/or offices in the Company, such resignations to take effect from and on the Completion Date; (d) certified extract of the resolutions of the Company's board of directors: (i) approving the transfer of the Sale Shares to the Purchaser and the issuance of a new share certificate to the Purchaser; (ii) if so required by the Purchaser, accepting the resignation of all the existing directors of the Company and approving the appointment of such number of persons as the Purchaser may nominate and notify in writing to the Vendor not less than seven (7) Business Days before the Completion Date as directors of the Company with effect from and including the Completion Date; (iii) if so required by the Purchaser, approving the resignation of the existing secretaries and any other officers of the Company and approving such person(s) as the Purchaser may nominate and notify in writing to the Vendor not less than seven (7) Business Days before the Completion Date as the secretary(ies) or other officer(s) of the Company with effect from and including the Completion Date; (iv) approving the cancellation of the share certificate(s) (if any) in respect of the Sale Shares issued in the name of the Vendor and the issuance of the new share certificate representing the Sale Shares under the name of the Purchaser, and authorising the Company's directors to sign the new share certificate in respect of the Sale Shares, and to update the shareholders' register of the Company to reflect the ownership of the Sale Shares by the Purchaser; (v) if so required by the Purchaser, revoking the existing authorities to bankers in respect of the operation of the Company's bank accounts and giving authority in favour of such persons as the Purchaser may nominate and notify in writing to the Vendor not less than seven (7) Business Days before the Completion Date to operate such ac...

Vendor’s Obligations. Vendor shall immediately correct any breach of this Agreement or violation of the MLS Policies within its control, whether committed by Firm, Subscriber Party, or Vendor, upon notice from MLS.