Common use of Vendor’s Obligations Clause in Contracts

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 otherwise and that they waive all their claims and rights (if they have any) against the Company and the Subsidiaries (as the case may be); (ix) the Permits and other documents with respect to the Target Mine; (x) evidence that all guarantees given by the Company and/or any of the Subsidiaries in favour of third parties in respect of the performance of the obligations of the Vendor or any other person not being a member of the Group have been released; (xi) certified copy of the board resolutions and shareholders’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (xii) a cashier order or a solicitors’ cheque for payment of the Vendor’s share of the stamp duty payable on the transfer of the Sale Share (where applicable); (b) cause a board meeting of the Company to be held at which the Directors shall (inter alia): (i) approve the transfer to the Purchaser or its nominee and its registration as member of the Company in respect of the Sale Share (subject to production of duly stamped transfer where applicable) and the issue of the relative certificate; (ii) revoke all existing mandates for the operation of all bank accounts of the Company if so required by the Purchaser and issue new mandates giving authority to persons nominated by the Purchaser; (iii) change the registered office of the Company to such place as is nominated by the Purchaser; (iv) approve and authorise the execution by the Company of the Company Indebtedness Assignment; and (v) appoint such persons as the Purchaser may nominate to be validly appointed as additional Directors and the company secretary and upon such appointment forthwith cause all the Directors and the company secretary nominated by the Vendor to resign from their respective offices without any claim for compensation in connection with such resignation against the Company; (c) procure that immediately following the board meeting referred to in Clause 5.02(b) such meetings of the boards of directors of the Subsidiaries as the Purchaser shall require are convened to deal with such of the matters referred to in Clause 5.02(b) as the Purchaser shall require; (d) cause all property and assets of the Company and any of the Subsidiaries 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. On Completion, 4.1 The Vendor and Vendor SPOC hereby undertake and agree with Company at all times during the Vendor shallTerm of this Agreement: (a) deliver or procure to be delivered act towards the Company conscientiously and in good faith and not to allow its interests to conflict with the duties that it owes 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 otherwise and that they waive all their claims and rights (if they have any) against the Company and the Subsidiaries (as the case may be); (ix) the Permits and other documents with respect to the Target Mine; (x) evidence that all guarantees given by the Company and/or any of the Subsidiaries in favour of third parties in respect of the performance of the obligations of the Vendor or any other person not being a member of the Group have been released; (xi) certified copy of the board resolutions and shareholders’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (xii) a cashier order or a solicitors’ cheque for payment of the Vendor’s share of the stamp duty payable on the transfer of the Sale Share (where applicable)general law; (b) cause except as authorised by the Company, not to act in a board meeting way which will incur any liabilities or create debts on behalf of the Company nor to be held at which pledge the Directors shall (inter alia): (i) approve the transfer to the Purchaser or its nominee and its registration as member credit of the Company in respect of the Sale Share (subject to production of duly stamped transfer where applicable) and the issue of the relative certificate; (ii) revoke all existing mandates for the operation of all bank accounts of the Company if so required by the Purchaser and issue new mandates giving authority to persons nominated by the Purchaser; (iii) change the registered office of the Company to such place as is nominated by the Purchaser; (iv) approve and authorise the execution by the Company of the Company Indebtedness Assignment; and (v) appoint such persons as the Purchaser may nominate to be validly appointed as additional Directors and the company secretary and upon such appointment forthwith cause all the Directors and the company secretary nominated by the Vendor to resign from their respective offices without any claim for compensation in connection with such resignation against the Company; (c) procure that immediately following the board meeting referred to in Clause 5.02(b) such meetings comply with all reasonable and lawful instructions of the boards of directors Company from time to time concerning the performance of the Subsidiaries Agreement, and generally to carry out its activities in such manner as it thinks best to promote the Purchaser shall require are convened to deal with such interest of the matters referred to in Clause 5.02(b) as the Purchaser shall requireCompany; (d) cause all property and assets to employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Vendor's obligations under this Agreement, including without limitation attending (on reasonable notice) meetings with Company and any to discuss the performance of the Subsidiaries 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 fulfilment of its obligations under this Agreement; (e) to work only upon instructions and approval from concerned designated authority of the Company in coordination with the RMG SPOC for the recruitment of the candidates for any postings including on final selection. The Vendor shall not and procure the same from the Vendor SPOC, that they shall not directly or indirectly induce, promise or make any offer or issue any offer letter to any candidate. For avoidance of doubt, the Vendor or Vendor SPOC shall not be authorised to issue any offer letter to any prospective candidates failing which this shall amount material breach and the Company shall be entitled to terminate this Agreement forthwith without prejudice to any of its rights or remedies as may agreebe available. The Vendor shall indemnify the Company for all loss, damages, claims, costs, or liabilities incurred and suffered by the Company due to such breach by the Vendor or the Vendor SPOC. (f) to certify that any candidate shortlisted for recruitment by the Vendor is not his relative or not to recruit any candidate having any conflict of interest. (g) to use, and ensure to use the degree of skill and care in providing the Services, which is to be expected of a vendor undertaking duties in accordance with good industry practice.