Documents to be delivered to BUYER Sample Clauses
Documents to be delivered to BUYER. Upon delivery and acceptance of the VESSEL, the BUILDER shall deliver to the BUYER the following documents, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE :
(a) PROTOCOL OF TRIALS of the VESSEL made pursuant to the SPECIFICATIONS .
(b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, as specified in the SPECIFICATIONS .
(c) PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under Paragraph 6 of Article VI hereof.
(d) ALL CERTIFICATES including the BUILDERS’s CERTIFICATE required to be furnished upon delivery of the VESSEL pursuant to this Contract and the SPECIFICATIONS , necessary for the registration of the VESSEL and BUYER’s trading requirements. It is agreed that if, through no fault on the part of the BUILDER, the Classifications certificates and/or other certificates are not available at the time of delivery of the VESSEL, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such certificates have been issued. Application and certificate for statutory inspections for the registry of the VESSEL shall be arranged by the BUYER at its expense.
(e) DECLARATION OF WARRANTY of the BUILDER that the VESSEL is delivered to the BUYER free and clear of any liens, charges, claims, mortgages, or other encumbrances upon the BUYER’s title thereto, and in particular that the VESSEL is absolutely free of all burdens in the nature of imposts, taxes or charges imposed by Korean Governmental Authorities, as well as of all liabilities of the BUILDER to its subcontractors, employees and crew, and of the liabilities arising from the operation of the VESSEL in trial runs, or otherwise, prior to delivery.
(f) DRAWING AND PLANS pertaining to the VESSEL as stipulated in the SPECIFICATIONS .
(g) COMMERCIAL INVOICE.
Documents to be delivered to BUYER. Upon delivery and acceptance of the Vessel, Builder shall deliver to Buyer the following documents which shall accompany the Protocol of Delivery and Acceptance:
(a) Protocol of Trials of the Vessel made pursuant to the Specifications.
(b) Protocol of Inventory of the equipment of the Vessel, including spare parts and the like, all as specified in the Specifications.
(c) Protocol of Stores of Consumable Nature referred to under Article VI.3(b), including the original purchase price thereof.
(d) Certificates including Builder’s Certificate required to be furnished upon delivery of the Vessel pursuant to this Contract and the Specifications, including:
(1) Builder’s Certificate issued by the Builder
(2) Classification Certificate issued by the Classification Society
(3) Cargo Ship Safety Radio Certificate issued by the Classification Society or other assigned Authority
(4) Cargo Ship Safety Construction Certificate issued by the Classification Society or other assigned Authority
(5) Cargo Ship Safety Equipment Certificate issued by the Classification Society or other assigned Authority
(6) International Load Line Certificate issued by the Classification Society
(7) International Tonnage Certificate issued by the Classification Society or other assigned Authority
(8) International Oil Pollution Prevention Certificate issued by the Classification Society or other assigned Authority
(9) International Air Pollution Prevention Certificate issued by the Classification Society or other assigned Authority
(10) International Sewage Pollution Prevention Certificate issued by the Classification Society or other assigned Authority
(11) Suez Canal special Tonnage Certificate issued by the Classification Society or other assigned Authority
(12) Certificate of International Convention on the Control of Harmful AFS on Ships issued by the Classification Society or other assigned Authority
(13) Certificate of EIAPP for Main Engine and Auxiliary Engine issued by the Classification Society or other assigned Authority.
Documents to be delivered to BUYER. At the Closing, the following documents shall be delivered to Buyer:
(i) Certificate(s) representing the Shares of Whispering Oaks International, Inc. to be delivered pursuant to this Agreement, duly endorsed or accompanied by duly executed stock powers;
(ii) A certificate executed by Halters and the Company dated the Closing Date, certifying that:
(a) The representations and warranties of Halters and the Company contained in this Agreement are then true in all respects; and
(b) Halters and the Company have complied with all agreements and conditions required by this Agreement to be performed or complied wit by it
(iii) Resignations executed by all of the Company's officers and directors, and a certificate of the Company setting forth the resolution pursuant to which new directors have been elected for the Company, dated the Closing Date, electing those persons designated by Buyer as directors of the Company; and
(iv) All original corporate books and records of the Company which are the possession of Halters.
Documents to be delivered to BUYER. Upon delivery and acceptance of the VESSEL, the BUILDER shall deliver to the BUYER all necessary documents, including but not limited to those listed below, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE:
(a) PROTOCOL OF TESTS AND TRIALS of the VESSEL made pursuant to the Specifications.
(b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, all as specified in the Specifications.
(c) PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under Paragraph 6 of Article VI hereof, including the original purchase price thereof.
(d) ALL CERTIFICATES, including the BUILDER's CERTIFICATE, required to be furnished upon delivery of the VESSEL pursuant to this Contract and the Specifications. It is agreed that if, through no fault on the part of the BUILDER, the classification certificate and/or other certificates are not available at the time of delivery of the VESSEL, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such formal certificates have been issued.
Documents to be delivered to BUYER. Acceptance of the VESSEL by the BUYER shall be conditional upon receipt by the BUYER from the SELLER of the following duly authenticated documents (all in the English language), which shall accompany the aforementioned PROTOCOL OF DELIVERY AND ACCEPTANCE:
(a) PROTOCOL OF TRIALS of the VESSEL made pursuant to the Specifications.
(b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, as specified in the Specifications.
Documents to be delivered to BUYER. With respect to the USOC Condominium, Seller shall deliver to Buyer at Seller’s expense:
2.1.1 No less than thirty (30) days prior to the Closing Date, an ALTA extended coverage (standard pre-printed exceptions deleted) title insurance commitment issued by the Xxxxxxx Title Company showing the status of record title to the USOC Condominium and its underlying real property, along with legible copies of all recorded documents referred to therein (collectively, the "Commitment"). Buyer, the City of Colorado Springs and the USOC shall be named as the insured parties thereunder, and the Policy shall be issued in the amount of the Purchase Price.
2.1.2 No less than fifteen (15) days prior to the Closing Date, an ALTA/ACSM Land Title Survey (“Survey”) for the underlying real property and the USOC Condominium air rights, to be dated not more than ninety (90) days prior to the Closing shall be certified to Buyer and the Title Company.
2.1.3 No less than ten (10) days prior to the Closing Date, copies of all plans, specifications, working drawings, soil test, engineering reports, maintenance reports, warranties, roof bonds, asbestos and environmental inspection reports, insurance policies and all other similar records, if any, in the possession of Seller and directly pertaining to the USOC Condominium shall be given to Buyer and its insurer or trustee, to the extent identified by Xxxxx.
2.1.4 No less than five (5) days prior to the Closing Date, Seller shall provide Buyer all assignable warranties which result from the construction of the USOC Condominium, which warranties shall be made an attachment hereto, Exhibit C.
2.1.5 On or prior to the Closing Date, Seller shall pay to the El Paso County Treasurer all due and owing back taxes on the Headquarters Building through the Closing Date and all taxes for 2009 due in 2010 shall be prorated to the Closing Date and either paid to the Buyer or constitute a deduction from the Purchase Price as otherwise set forth herein on the date of Closing.
2.1.6 No less than five (5) days prior to the Closing Date, Seller shall provide copies of all plans and specifications for the core, shell and tenant finish and a letter from Oz Architecture allowing the City to use them at no cost to the City or PFA, except that the PFA shall pay for plans and specifications directly related to tenant finish.
Documents to be delivered to BUYER. Upon delivery and acceptance of the DRILLSHIP, the BUILDER shall deliver to the BUYER the following documents, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE.
(a) PROTOCOL OF TRIALS of the DRILLSHIP made pursuant to the Specifications.
(b) PROTOCOL OF INVENTORY of the equipment of the DRILLSHIP, including spare parts and the like, as specified in the Specifications.
(c) PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under paragraph 6 of Article VI hereof.
(d) ALL CERTIFICATES including the BUILDER'S CERTIFICATE required to be furnished upon delivery of the DRILLSHIP pursuant to this Contract and the Specifications. It is agreed that if, through no fault on the part of the BUILDER, the Classification certificates and/or other certificates are not available at the time of delivery of the DRILLSHIP, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such certificates have been issued. Application and certificate for statutory inspections for the registry of the DRILLSHIP shall be arranged by the BUYER at its expense.
Documents to be delivered to BUYER. Buyer shall have received all of the following documents, satisfactory in form in the reasonable discretion of Buyer and its counsel:
(a) Certificates representing all of the Shares, with stock powers covering the Shares endorsed in blank and in proper form for transfer, with all requisite stock transfer tax stamps, if any, affixed to such certificates;
(b) The written resignations of all officers and directors of each Company or documentation reasonably satisfactory to Buyer as to the removal, consistent with law, of any non-resigning officer or director;
(c) The opinion of each of Levy's counsel, Dow Jonex' xxunsel and MCC's counsel, each dated the Closing Date, to the effect set forth in Exhibit 6.6(c);
(d) Governmental certificates, dated as of a date as near as practicable to the Closing Date, showing that each Company is duly incorporated and in good standing in the State of Texas and that MCC is qualified to do business and in good standing in each jurisdiction listed on Schedule 2.1(a);
(e) A certificate of the Secretary (or Assistant Secretary) of each Company attesting as to the Articles of Incorporation and Bylaws of such Company;
(f) The stock certificates representing all of the outstanding capital stock of the Subsidiaries issued in the name of MCC;
(g) The corporate minute books of each Company, including true and complete copies of the Articles of Incorporation, the Bylaws and the minutes of all meetings of directors and shareholders and written consents reflecting all actions taken by the directors or shareholders without a meeting from the date of incorporation to the Closing Date; and
(h) Such additional information and materials as Buyer shall have reasonably requested to evidence the satisfaction of Sellers' obligations hereunder.
Documents to be delivered to BUYER. Upon delivery and acceptance of each of the Units, Builder shall deliver to Buyer the following documents, which shall be attached to the Protocol of Delivery and Acceptance:
1. List of consumable stores, referred to under Paragraph C.2 of Article VI hereof, including the original purchase price thereof.
2. All certificates, including Builder’s certificate, required to be furnished upon delivery of the Unit pursuant to this Contract and the Specifications. If, through no fault on the part of Builder, the classification and/or other certificates are not available at the time of delivery of the Unit, provisional certificates shall be accepted by Buyer, provided that Builder shall furnish Buyer with the formal certificates as promptly as possible after such formal certificates have been issued.
3. Builder’s Bxxx of Sale certifying that the Unit is delivered to Buyer free and clear of any liens, charges, claims, mortgages, or other encumbrances upon Buyer’s title thereto for which Builder is responsible under this Contract.
4. Drawings pertaining to the Units as stipulated in the Specifications.
Documents to be delivered to BUYER. At the Closing, Seller ---------------------------------- shall deliver to Buyer:
(a) certificates representing the Shares, free and clear of all Encumbrances together with duly executed instruments of transfer, bought and sold notes and any other relevant documents in favor of Buyer (or such other Person as Buyer may direct) in form satisfactory to Buyer;
(b) a certificate of Seller in a form reasonably satisfactory to Buyer certifying as to the accuracy of the Seller's representations and warranties at and as of the Closing and that Seller has performed and complied with all of the terms, provisions and conditions to be performed and complied with by Seller at or before the Closing;
(c) a certificate of the company secretary or an assistant secretary of Seller in a form reasonably satisfactory to Buyer, dated the Closing Date, certifying as to: (i) Seller's Memorandum and Articles of Association; (ii) the resolutions of Seller's board of directors, authorizing the execution and performance of this Agreement, the Seller Ancillary Agreements, and the transactions contemplated hereby; (iii) incumbency and signatures of its officers executing this Agreement and any Seller Ancillary Agreement and (iv) the appointment of Buyer's nominees to the board of directors of GNB;
(d) resignations of each of the directors and officers of GNB effective as of the Closing Date; and
(e) such other certificates and documents as Buyer or its counsel may reasonably request.