Closing and Deliveries at Closing Sample Clauses

Closing and Deliveries at Closing a. The Closing shall, unless otherwise agreed by the parties, take place on the Closing Date at the offices of the Purchaser. b. At Closing, the Vendor shall deliver the following to the Purchaser: i. the executed certificate and legal opinion contemplated by subclauses 13(a)(v) and 13(a)(vii), respectively; ii. Conveyance Documents which have been prepared and executed by the Vendor; iii. copies of all consents to disposition and waivers of all Rights of First Refusal obtained by the Vendor with respect to the sale of the Assets to the Purchaser; iv. original copies of the Vendor's records, files, reports and data pertaining to the Assets, insofar as such delivery is permitted and required hereunder, unless and to the extent that the Purchaser agrees to allow the Vendor to deliver such records, files, reports and data at a later date; and v. such other documents as may be specifically required hereunder or as may be reasonably requested by the Purchaser upon reasonable notice to the Vendor, but no such documents shall require the Vendor to assume or incur any obligations or to provide any representation or warranty beyond that contained in this Agreement. The Vendor shall not be required to have the Conveyance Documents signed by Third Parties at or before the Closing Date but shall cooperate with the Purchaser as reasonably required to secure execution of such documents by such third parties thereafter. c. At Closing, the Purchaser shall deliver the following to the Vendor: i. payment of the Adjusted Purchase Price, less the Deposit; ii. the Conveyance Documents as require execution by the Purchaser, executed by the Purchaser; iii. the executed certificate and legal opinion contemplated by subclauses 13(b)(iv) and 13(b)(vi), respectively; and iv. such other documents as may be specifically required hereunder or may be reasonably requested by the Vendor upon reasonable notice to the Purchaser. d. At Closing, the Vendor and Purchaser shall execute and deliver, and thereafter, the appropriate party shall file as required: i. a joint election under Section 66.7 of the Income Tax Act (Canada) and corresponding provincial income tax legislation relating to the transfer of CEE, Earned Depletion Base and ACRI; and xi. an election under Section 167 of the Excise Tax Act (Canada).

Closing and Deliveries at Closing. The Closing (the "Closing") of ------- --------------- ---------- the purchase and sale of the Purchased Shares will take place upon the exchange of all the deliverables by the Parties as set forth in Sections 1.3 and 1.4 herein on the later of: 1.3.1 midnight on December 31, 2006; 1.3.2 or at such other time as Purchaser and the Seller shall mutually agree (the "Closing Date"). At the Closing: 1.3.3 Seller shall deliver to Purchaser: 1.3.3.1 Any further documents and instruments necessary to transfer title to the Purchased Shares to Purchaser; 1.3.3.2 All books and records of the Partnership and the LLC; and 1.3.3.3 From each of the banks and other financial institutions listed on Schedule 2.21 an original statement signed by each of the currently ------------- authorized signatories on all accounts removing themselves as signatories on the ------ accounts, to be effective as of the Closing Date. 1.3.4 The Parties shall also deliver any other documents and instruments to be delivered pursuant to this Agreement.

Closing and Deliveries at Closing