Closing and Conditions. 6.1 The closing of the purchase by the Standby Purchaser and sale by Lorus of the Standby Units to be purchased by the Standby Purchaser hereunder will be completed at the Toronto offices of MxXxxxxx Txxxxxxx LLP at 8:00 a.m. (Toronto time) (the “Closing Time”) on the Closing Date or at such other time and/or on such other date and/or at such other place as Lorus and the Standby Purchaser may agree upon in writing. On such date, and upon payment being made by the Standby Purchaser in accordance with Section 2.5 and Section 2.9, definitive certificates representing the number of Shares and Warrants that is equal to the number of Standby Units to be purchased by the Standby Purchaser hereunder will be delivered to the Standby Purchaser by Lorus, such certificate to be registered in the name of the Standby Purchaser or one or more designees of the Standby Purchaser, as applicable.
6.2 The obligation of the Standby Purchaser to complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full:
(a) There will not be any claims, litigation, investigations or proceedings, including (without limitation) appeals and applications for review, in progress, or to the knowledge of Lorus, pending, commenced or threatened, by any Person that have a reasonable likelihood of success in the judgment of the Standby Purchaser or by any Governmental Entity, in respect of the Rights Offering that are material to Lorus on a consolidated basis;
(b) Lorus will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the Rights Offering and the purchase of Standby Units by the Standby Purchaser as contemplated by this Agreement;
(c) The TSX shall have approved the listing of the Rights and the Shares issuable upon exercise of the Rights and Underlying Shares issuable upon exercise of the Warrants, subject to the filing of customary documents with the TSX;
(d) The Rights Offering will have been conducted in accordance with applicable Laws, including Securities Laws; and
(e) The Standby Purchaser and any Substituted Standby Purchaser will have received at the Closing Time a certificate dated the Closing Date, addressed to the Standby Purchaser and any Substituted Purchaser and signed by the Chief Executive Officer and the Acting Chief Financial Officer of Lorus, certifying for and o...
Closing and Conditions. 5.1 The Investor must deliver or fax to the offices or fax number of either counsel for the Corporation or the Corporation (as set forth on the front page of this Subscription Agreement), on or before the Closing Date, this Subscription Agreement duly completed and executed in accordance with the instructions on the face page of this Subscription Agreement together with evidence the subscription funds have been either delivered to either counsel for the Corporation or the Corporation or wired to counsel for the Corporation (each as set forth on the front pages of this Subscription Agreement). On request by the Corporation, the Investor agrees to complete and deliver any other information as may reasonably be required by the Exchange or under Applicable Securities Laws to complete the purchase and sale contemplated by this Subscription Agreement.
5.2 Delivery against payment for the Units will be completed by the Corporation at its offices on the Closing Date provided that all conditions to Closing have been met. On the Closing certificates representing the Shares and Warrants will be delivered to the Investor as the Investor shall instruct.
5.3 The completion of the sale of Units contemplated by this Subscription Agreement is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the mutual benefit of the Corporation and Investor and may be waived, in whole or in part, by each of the Corporation or Investor in its sole discretion:
(a) Regulatory Acceptance being obtained;
(b) Closing of the IKEA Financing;
(c) Extension of the maturity date of CAD$595,000 and US$50,000 plus interest of bridge financing from certain directors of the Company as contemplated by Section 8.1(h) of this Subscription Agreement.
Closing and Conditions. PRECEDENT TO ADVANCES 9 4.01 Resolutions, Opinions, and Other Documents 9 4.02 Additional Preconditions to Loans 10 4.03 Absence of Certain Events 11 4.04 Compliance with this Agreement 11 4.05 Closing Certificate 11 4.06 Closing 11 4.07 Non-Waiver of Rights 11 ARTICLE 5. REPRESENTATIONS AND WARRANTIES 12 5.01 Organization and Validity 12 5.02 Places of Business 12 5.03 Healthcare Matters 12 5.04 Pending Litigation 15
Closing and Conditions. The closing of the transactions contemplated in this Agreement (the “Closing”) shall occur on the Effective Date.
Closing and Conditions. 14.1 The Closing of the transactions provided for in Section 2 shall take place at a place to be agreed by the parties on or before December 31, 1995 (the "Closing"). At the Closing, the parties shall execute and deliver such documents and instruments, together with the cash required by Section 2.2, as required to effect the intents and purposes of this Agreement.
14.2 The obligations of the parties hereunder and under the Additional Agreements are subject to the fulfillment, prior to or at Closing, of the following conditions:
(a) The representations of the parties in this Agreement shall be true and correct;
(b) JCCP shall have obtained all authorizations, consents, waivers and approvals from the government of China and any agencies thereof as may be necessary to form SNW, to enable SNW to conduct its business as contemplated herein and to allow SNW and JCCP to satisfy their obligations in this Agreement and the Additional Agreements; and
(c) XXXXXXXX shall have obtained all licenses required from the government of the United States to allow it to satisfy its obligations in this Agreement and the Additional Agreements.
(d) XXXXXXXX'x Board of Directors shall have approved the terms of this Agreement and the Additional Agreements.
Closing and Conditions. PRECEDENT TO ADVANCES 13 4.1. Resolutions, Opinions, and Other Documents 13 4.2. Absence of Certain Events 14 4.3. Warranties and Representations at Closing 14 4.4. Compliance with this Agreement 14 4.5. Reserved 14 4.6. Closing 14 4.7. Waiver of Rights 14 4.8. Conditions for Future Advances 14
Closing and Conditions. 5.01. The closing hereunder ("Closing") shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made in person at a location to be fixed by future mutual agreement of the Parties on or about , 2018 (the “Closing Date”).
5.02. The Lease shall remain in effect until Closing.
5.03. At or before Closing, Seller shall provide Purchaser the following items:
(a) A duly executed and acknowledged Bargain and Sale Deed for the Property in the form attached hereto as Exhibit “A” (the "Deed"), together with a Combined Real Property Transfer Gains Tax Affidavit, Real Estate Transfer Tax Return, Credit Line Mortgage Certification (“Form TP-584”), and Real Property Transfer Form (“Form RP-5217”);
(b) A certificate pursuant to Section l445(b)(2) of the Internal Revenue Code, and on which Purchaser is entitled to rely, that Seller is not a "foreign person" within the meaning of Section l445(f)(3) of the Internal Revenue Code in the form attached hereto as Exhibit “B”; and
(c) Two (2) duly executed counterparts of the Closing Statement.
5.04. At or before Closing, Purchaser shall provide Seller with the following:
(a) The cash portion of the Purchase Price;
(b) A duly executed Form TP-584;
(c) Documentation to establish to the Seller’s reasonable satisfaction the due authority of Purchaser’s acquisition of the Property and Purchaser's delivery of the documents required to be delivered by Purchaser pursuant to this Agreement;
(d) Such other documents as may be agreed upon by Seller and Purchaser to consummate the purchase of the Property as contemplated by this Agreement; and
(e) Two (2) duly executed counterparts of the Closing Statement.
Closing and Conditions. PRECEDENT TO ADVANCES 27 4.1. Resolutions, Opinions, and Other Documents 27 4.2. Reserved 28 4.3. Absence of Certain Events 28 4.4. Warranties and Representations at Closing 28 4.5. Compliance with this Agreement 28 4.6. Officers’ Certificate 28 4.7. Closing 28
Closing and Conditions. 21 Section 9.1 Escrow Instructions..................................................................21 Section 9.2 Closing..............................................................................21 Section 9.3 Seller's Closing Documents and Other Items...........................................22 Section 9.4 Buyer's Closing Documents and Other Items............................................23 Section 9.5 Prorations and Closing Costs.........................................................24 Section 9.6 Broker...............................................................................25 Section 9.7 Expenses.............................................................................26 ARTICLE 10 - MISCELLANEOUS...............................................................................26
Closing and Conditions. The Investor must deliver or fax to the offices or fax number of the Issuer (both on page 1) on or before the Cut-off Time, this Subscription Agreement duly completed and executed in accordance with the instructions on the face page of this Subscription Agreement together with evidence the subscription funds have been wired or delivered to the Issuer’s attornies who will hold these funds pending Closing and return them if Closing has not happened by the Termination Date. On request by the Issuer, the Investor agrees to complete and deliver any other information as may reasonably be required by the Exchanges or under Applicable Securities Laws to complete the purchase and sale contemplated by this Subscription Agreement.
