Board Resolutions of the XxxX Group. Companies On Closing, the Seller shall procure the passing of board resolutions of each XxxX Group Company inter alia: 1.2.1 (in the case of NGGH only) approving the registration of the transfer of the NGGH Shares referred to in paragraph 5 of Schedule 4 subject only to their being duly stamped; 1.2.2 (in the case of NGG and NGGH only) the adoption, with effect from Closing, of new articles of association each in the Agreed Form; 1.2.3 accepting the resignations referred to in paragraph 1.1.1(x) above and appointing additional persons (in accordance with the articles of association for the relevant Existing XxxX Subsidiary and the Shareholders’ Agreement); and 1.2.4 changing the registered office of each Existing XxxX Subsidiary to such address to be notified by the Investor to the Seller no less than 20 Business Days prior to Closing, and shall hand to the Investor duly certified copies of such resolutions. 2 The Investor’s Obligations On Closing, the Investor shall deliver or make available to the Seller: 2.1 evidence of the due fulfilment of the conditions set out in Clause 4 for which the Investor is responsible; 2.2 a copy of the Tax Indemnity and Shareholders’ Agreement duly executed by the Investor; 2.3 a copy of the Bring Down Disclosure Letter duly executed by way of acknowledgement of receipt by the Investor; 2.4 evidence of the W&I Insurance Policy duly executed by the Investor, including a copy of such W&I Insurance Policy containing a waiver by the W&I Insurer of all rights of subrogation against the Seller and its directors and officers in relation to any Claim or Tax Claim in the terms set out in Clause 16.1.2(iii); 2.5 the W&I Insurance No Claims Declarations; and 2.6 evidence that the Investor is authorised to execute the Tax Indemnity, the Shareholders’ Agreement and the Bring Down Disclosure Letter. 3 New XxxX Subsidiaries’ obligations On Closing, each New XxxX Subsidiary shall deliver or make available to the Seller and the Investor:
