Closing and Conditions. 7.1 The closing of the purchase by TAVIX of the Securities shall be completed in accordance with the terms and conditions of the Rights Offering.
7.2 The obligation of TAVIX to subscribe for Subscription Receipts hereunder is subject to the following conditions being satisfied in full at the time such subscription is required under Section 2.2:
(a) Catalyst shall have entered into the Snowflake Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld);
(b) The Standby Purchasers shall have entered into the Standby Purchase Agreement in the form provided to TAVIX, which agreement shall remain in full force and effect, unamended, as at the Closing Time (except for non-material amendments or amendments made with the consent of TAVIX, such consent not to be unreasonably withheld) and the Standby Purchasers shall remain contractually obligated and financially able to purchase and fully pay for any Subscription Receipts required to be purchased by the Standby Purchasers under the Standby Purchase Agreement;
(c) there shall not be any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of Catalyst, pending, commenced or threatened, including, without limitation before any Governmental Entity, that would reasonably be expected, if determined adverse to Catalyst, to have a material adverse effect on the power or ability of Catalyst to consummate the Rights Offering;
(d) Catalyst will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Subscription Receipts by the Standby Purchasers as contemplated by the Standby Purchase Agreement;
(e) the Rights being listed on the TSX; and
(f) the TSX having conditionally approved the listing of the Standby Subscription Receipts and the Common Shares underlying the Standby Subscription Receipts, subject to the filing of customary documents with the TSX.
7.3 Catalyst agrees it will use its reasonable commercial efforts to cause the conditions set out in Section 7.2 to be fulfilled or complied with on or before the Closing Date.
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. 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 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 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. 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. 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.
Closing and Conditions. Except as otherwise provided for in this Agreement or as may be agreed between CDB and Standby Purchaser, the closing of the purchase (or only the issuance of the Right Shares if paid for by the Standby Purchase prior to the Closing Date as contemplated in this Agreement) by the Standby Purchaser and sale by CDB of the Rights Shares to be purchased by the Standby Purchaser hereunder (the “Closing”) will be completed remotely at 5:00 p.m. (Vancouver time) (the “Closing Time”), on the same day as closing occurs under the Basic Subscription Privilege and the Additional Subscription Privilege which shall be no later than the 4th Business Day following the Expiry Time on the Expiry Date (the “Closing Date”) or at such other time and/or on such other date and/or at such other place as CDB and the Standby Purchaser may agree upon. On such date or such other date as may be agreed between CDB and Standby Purchaser, and upon payment being made by the Standby Purchaser in accordance with Section 2.6 (but subject to Section 2.5), definitive certificates or advice statements representing the number of Common Shares that is equal to the number of Rights Shares to be purchased by the Standby Purchaser hereunder will be delivered to the Standby Purchaser by CDB, such Common Shares to be registered in the name of the Standby Purchaser or one or more designees of the Standby Purchaser, as applicable.
Closing and Conditions. PRECEDENT TO ADVANCES 11 4.1. Resolutions, Opinions, and Other Documents 11 4.2. Absence of Certain Events 11 4.3. Warranties and Representations at Closing 11 4.4. Compliance with this Agreement 11 4.5. Closing 11 4.6. Waiver of Rights 12 4.7. Conditions for Future Advances 12 SECTION V. REPRESENTATIONS AND WARRANTIES 12 5.1. Validity 12 5.2. Places of Business 13 5.3. Government Regulations, etc. 13 5.4. Names 13 5.5. Solvency 13 5.6. Perfection and Priority 13 5.7. Commercial Tort Claims 14 5.8. Deposit Accounts 14 5.9. Anti-Terrorism Laws 14 5.10. Letter of Credit Rights 14 SECTION VI. BORROWER’S AFFIRMATIVE COVENANTS 14 6.1. Payment of Taxes and Claims 14 6.2. Maintenance of Properties and Corporate Existence 15 6.3. Business Conducted 16 6.4. Litigation 16 6.5. Issue Taxes 16 6.6. Financial and Business Information 16 6.7. Audits and Inspection 16 6.8. Information to Participant 17 6.9. Material Adverse Developments 17 6.10. Places of Business 17 6.11. Commercial Tort Claims 17 6.12. Letter of Credit Rights 17 SECTION VII. BORROWER’S NEGATIVE COVENANTS 17 7.1. Merger, Consolidation, Dissolution or Liquidation 17 7.2. Acquisitions 18 7.3. Liens and Encumbrances 18 7.4. Transactions With Affiliates or Subsidiaries 18 7.5. Guarantees 18 7.6. Distributions, Bonuses and Other Indebtedness 18 7.7. Loans and Investments 18 7.8. Use of Lenders’ Name 18 7.9. Miscellaneous Covenants 19 7.10. Jurisdiction of Organization 19 7.11. Management Fees 19 SECTION VIII. DEFAULT 19 8.1. Events of Default 19 8.2. Cure 21 8.3. Rights and Remedies on Default 21 8.4. Nature of Remedies 22 SECTION IX. MISCELLANEOUS 22 9.1. Governing Law 22 9.2. Integrated Agreement 22 9.3. Waiver 22 9.4. Indemnity 23 9.5. Time 23 9.6. Expenses of Lender 23 9.7. Brokerage 24 9.8. Notices 24 9.9. Headings 25 9.10. Survival 25 9.11. Successors and Assigns 25 9.12. Duplicate Originals 25 9.13. Modification 25 9.14. Signatories 25 9.15. Third Parties 25
