Vendor’s Obligations. Vendor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Vendor will stop work to the extent specified. Vendor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Vendor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The MTC or designee may direct Vendor to assign Vendor’s right, title, and interest under terminated orders or subcontracts to the MTC. Vendor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.
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. 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. 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. At Completion the Vendors shall deliver to the Purchaser each of the documents listed in PART 1 of SCHEDULE 2.
Vendor’s Obligations. At Completion, the Vendor shall:
6.2.1 deliver to the Purchaser:
(a) such instruments of transfer in respect of the Sale Shares, duly executed by the registered holders thereof in favour of the Purchaser (or its nominee) in form and substance reasonably acceptable to Purchaser, together with the relative share certificates;
(b) the written resignations of each of the directors and the secretary of each Group Company from his office as a director or secretary (as the case may be) to take effect on the Completion Date, with an acknowledgement signed by each of them to the effect that he has no claim against the relevant Group Company in each case, in form and substance reasonably acceptable to Purchaser;
(c) (for the Purchaser itself and as agent for each relevant Group Company) the certificate of incorporation, the current business registration certificate, common seal and all statutory and other books and records of the Company and of each other Group Company incorporated in Hong Kong or the British Virgin Islands;
(d) the Tax Covenant duly executed by the covenantors named therein;
(e) the Employment Agreements duly executed by each of Xx. Xxxxxx and Xx. Xxxx and IVRS (International) Limited, and the written resignation of Xx. Xxxx as employee of the Vendor and of any other Group Company with effect from the Completion Date;
(f) (if required by the Purchaser) irrevocable powers of attorney (in such form as the Purchaser may require) executed by each of the registered holders of the Sale Shares in favour of the Purchaser to enable the Purchaser (pending the registration of the relevant instruments of transfer) to exercise all voting and other rights attaching to the Sale Shares and to appoint proxies for this purpose;
(g) a copy of the resolutions of the board of directors of Vendor authorising the execution of, and the performance by Vendor of its obligations under, this Agreement and the other Transaction Documents to which Vendor is a party, certified as a true copy by a director or the secretary of Vendor;
(h) a copy of the resolutions of the board of directors of each Vendor Guarantor (which is an entity) authorising the execution of, and the performance by such Vendor Guarantor of its obligations under, this Agreement and the other Transaction Documents to which such Vendor Guarantor is a party, certified as a true copy by a director or the secretary of such Vendor Guarantor;
(i) bank statements or other written evidence from the relevant banks of th...
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.
Vendor’s Obligations. On Completion, the Vendor shall:
(a) deliver or procure to be delivered to the Purchaser :
(i) duly completed and signed transfer in respect of the Sale Share or such other documents as may be necessary for the transfer of the Sale Share duly executed by the registered holder thereof in favour of the Purchaser or such other person as it may direct together with the relative share certificate;
(ii) contract notes recording the sale and purchase of the Sale Share duly executed by the Vendor (who is the beneficial owner of the Sale Share) in favour of the Purchaser and/or such other person as it may direct;
(iii) the Company Indebtedness Assignment duly executed as at the Completion Date by the Vendor and the Company;
(iv) 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;
(v) 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;
(vi) all the corporate documents, statutory books and records of each of the Company and the Subsidiaries (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 each of the Company and the Subsidiaries;
(vii) 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;
(viii) written resignation of all the directors and the company secretary and the auditors of each of the Company and the Subsidiaries nominated by the Vendor taking immediate effect after the appointment of the persons nominated by the Purchaser (in the case of the directors and the company secretary) duly executed by the respective persons confirming that they have no claim or right of action against the Company and the Subsidiaries (as the case may be) for any remuneration or compensation for loss of office, termination of employment or oth...
