Common use of Vendor’s Closing Documents Clause in Contracts

Vendor’s Closing Documents. At Closing, the Vendor will deliver the following to the Purchaser, executed by the Vendor, as the case may be: (a) share certificates representing the Purchased Shares endorsed for transfer to the Purchaser or accompanied by such separate instruments of transfer, assignment, transfer or other documents duly executed as may be necessary to assign and transfer the Purchased Shares to the Purchaser; (b) the Shareholders’ Agreement duly executed by the Vendor; (c) resolutions of the director(s) of the Vendor authorizing the transfer of the Purchased Shares to the Purchaser (or as otherwise directed by the Purchaser) and a certified copy of such resolutions; (d) resolutions of the director(s) of the Corporation authorizing the appointments of ▇▇▇▇▇ ▇▇ as its directors; (e) resignations and releases of all existing directors other than ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇ in respect of the Corporation and the M2M Nominees and the General Partners; (f) the Corporate Records (including original share certificates and unit certificates, as applicable) relating exclusively to the Class B Shares and/or the TS1 Shares; (g) a statutory declaration from a director of the Vendor stating that the Vendor is not a non-resident of Canada pursuant to Section 116 of the Tax Act and the Vendor will not receive the Purchase Price or any other payment hereunder for or on behalf of any person that is a non-resident of Canada within the meaning of Section 116 of the Tax Act; (h) a certificate of an officer of the Vendor certifying that the representations and warranties of the Vendor in Section 5.1 are true and correct in all material respects as of the Closing Date; (i) confirmation of the balance of the Cash held by ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Limited Partnership as of the Closing Date; and (j) such further documentation relating to the completion of the purchase and sale of the Purchased Shares, including any such further documents as will be otherwise referred to in this Agreement or as may be required by the Purchaser, acting reasonably.

Vendor’s Closing Documents. At the Closing, the Vendor will deliver the following to the Purchaser, executed by the Vendor, as the case may be: (a) share certificates representing the Purchased Shares Shares, duly endorsed for transfer to the Purchaser; (b) an executed assignment by the Vendor to the Purchaser or accompanied of all of the Vendor's right, title and interest in Shareholder's Advances; (c) a certified copy of a resolution of the directors of the Vendor authorizing the sale of the Purchased Shares as contemplated by such separate instruments this Agreement and the execution and delivery of transfer, assignment, this Agreement and all documents to be executed and delivered by the Vendor pursuant thereto; (d) a certified copy of resolutions of the directors of the Corporation approving the transfer or other documents duly executed as may be necessary to assign and transfer of the Purchased Shares to the Purchaser; (b) the Shareholders’ Agreement duly executed by the Vendor; (c) resolutions of the director(s) of the Vendor authorizing the transfer of the Purchased Shares to the Purchaser (or as otherwise directed by the Purchaser) and a certified copy of such resolutions; (d) resolutions of the director(s) of the Corporation authorizing the appointments of ▇▇▇▇▇ ▇▇ as its directors; (e) resignations and releases of all existing directors other than ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇ in respect officers of the Corporation and the M2M Nominees and the General PartnersCorporation; (f) a certificate of the Corporate Records (including original share certificates President and unit certificates, the Chief Financial Officer of the Vendor as applicable) relating exclusively to the Class B Shares and/or accuracy as of the TS1 SharesClosing Date of the Vendor's representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance; (g) a statutory declaration from a director the corporate seal and minute books of the Vendor stating that the Vendor is not a non-resident of Canada pursuant to Section 116 of the Tax Act and the Vendor will not receive the Purchase Price or any other payment hereunder for or on behalf of any person that is a non-resident of Canada within the meaning of Section 116 of the Tax ActCorporation; (h) a certificate an opinion of an officer of counsel to the Vendor certifying that and the representations Corporation in form and warranties of substance satisfactory to the Vendor in Section 5.1 are true Purchaser and correct in all material respects as of the Closing Dateits counsel; (i) confirmation of an originally executed agreement between the balance of Corporation and the Cash held by Vendor terminating the management services agreement, and an originally executed agreement between the Corporation and Norske ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Limited Partnership Canada Pulp Sales Inc. terminating the sales agency agreement; (j) the Asset Transfer Agreement, amended as provided in section 9.8 and as otherwise agreed to by the Purchaser and the Vendor, both acting reasonably, as may be required in order to properly reflect and implement the terms of the Closing Datethis Agreement; and (jk) such further documentation relating a copy of the election form filed by the Vendor pursuant to section 22 of the Tax Act in respect of the transfer of accounts receivable from the Vendor to the completion of Corporation under the purchase and sale of the Purchased Shares, including any such further documents as will be otherwise referred to in this Agreement or as may be required by the Purchaser, acting reasonablyAsset Transfer Agreement.

Vendor’s Closing Documents. At On or before Closing, subject to the provisions of this Agreement, the Vendor will shall execute or cause to be executed and shall deliver the following or cause to be delivered to the Purchaser or Purchaser’s Solicitors the following, executed by the Vendor, and as the case may beappropriate: (a) share certificates representing a registrable transfer of an undivided 100% legal and beneficial interest in the Purchased Shares endorsed for transfer to Lands in favour of the Purchaser or accompanied by such separate instruments of transfer, assignment, transfer or other documents duly executed as may be necessary to assign and transfer the Purchased Shares to Purchaser directs (the Purchaser“Transfer”); (b) the Shareholders’ Agreement duly executed by the VendorVTB Mortgage; (c) resolutions of the director(s) of the Vendor authorizing the transfer of the Purchased Shares an assignment and assumption agreement with respect to the Purchaser (or as otherwise directed by the Purchaser) Permitted Encumbrances and a certified copy of such resolutionsWarranties; (d) resolutions any specific assignment and assumption agreements that may be required by the terms of the director(s) of the Corporation authorizing the appointments of ▇▇▇▇▇ ▇▇ as its directorsany Permitted Encumbrance; (e) resignations and releases of all existing directors other than ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇ a general conveyance in respect of the Corporation and the M2M Nominees and the General PartnersChattels; (f) the Corporate Records (including original share certificates and unit certificates, as applicable) relating exclusively to the Class B Shares and/or the TS1 Shares; (g) a statutory declaration from a director certificate of an officer confirming the Vendor stating that the Vendor (i) is not a non-resident of Canada pursuant to Section 116 of the Tax Act and the Vendor will not receive the Purchase Price or any other payment hereunder for or on behalf of any person that is a non-resident of Canada within the meaning of Section 116 of the Income Tax ActAct (Canada), and (ii) is receiving the Purchase Price for its own account and not as an agent, trustee or otherwise on behalf of another Person; (g) an undertaking to readjust following Closing; (h) a certificate of an officer direction to the Purchaser regarding payment of the Vendor certifying that the representations and warranties balance of the Vendor in Section 5.1 are true and correct in all material respects as of the Closing DatePurchase Price; (i) confirmation all keys to the Building and original executed copies of any Warranties in the possession or control of the balance of the Cash held by ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Limited Partnership as of the Closing DateVendor; and (j) such further documentation relating all other conveyances, documents and deliverables which are required and which the Purchaser has requested on or before the Closing Date to give effect to the completion of the purchase proper sale, transfer, assignment and sale conveyance of the Purchased Shares, including any such further documents as will be otherwise referred Assets by the Vendor to in this Agreement or as may be required by the Purchaser, acting reasonablyfree and clear of all Encumbrances other than Permitted Encumbrances.