Common use of Closing and Deliveries Clause in Contracts

Closing and Deliveries. (a) Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Sections 8, 9 and 10 hereof, the closing of the sale and purchase of the Shares pursuant to Section 2 hereof (the "Closing") shall take place at the offices of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 at 10:00 a.m., local time, on the third (3rd) Business Day following the expiration of the Due Diligence Period, or at such other time and place as the parties may agree (the date on which the Closing occurs, the "Closing Date"). (b) At the Closing, (i) the reorganized Company shall deliver to the Purchaser certificates representing the Shares to be purchased by, and sold to, the Purchaser pursuant to Section 2 hereof (registered in the name and in the denomination designated by the Purchaser at least two (2) Business Days prior to the Closing Date), together with the other documents and certificates to be delivered pursuant to Sections 8 and 9 hereof, and (ii) the Purchaser, in full payment for the Shares to be purchased by, and sold to, the Purchaser pursuant to Section 2 hereof, shall (A) pay to the reorganized Company the Purchase Price, (B) deliver to the reorganized Company the certificate required pursuant to Section 10(a) hereof and (C) deliver to the reorganized Company a fully completed and duly executed Investor Questionnaire, reasonably satisfactory to the reorganized Company in the form attached hereto as Exhibit A (the "Investor Questionnaire"). The Purchaser shall make payment hereunder in immediately available funds by wire transfer to the account or accounts designated by the Company, or by such other means as may be agreed between the Company and the Purchaser.

Closing and Deliveries. (a) Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Sections 8, 9 and 10 hereof, the The closing of the sale and purchase of the Shares pursuant to Section 2 hereof Transactions (the "“Closing"”) shall take place at simultaneously with the offices execution of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 at 10:00 a.m., local time, this Agreement on the third date hereof the (3rd“Closing Date”) Business Day following the expiration of the Due Diligence Periodat Lxxxxx & Wxxxxxx LLP, 18th Floor, One Exchange Square, 8 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxx Xxxx or at in such other manner, place, time or date as may be mutually agreed upon in writing by the Company and place as the parties may agree (the date on which the Closing occurs, the "Closing Date")Investors. (b) At the Closing, the Lead Investor shall deliver or cause to be delivered to the Company the following: (i) the reorganized Company shall deliver to the Purchaser certificates representing the Shares to be purchased by, a promissory note issued and sold to, the Purchaser pursuant to Section 2 hereof (registered in the name and in the denomination designated duly executed by the Purchaser at least two Lead Investor in favor of the Company (2the “Lead Investor Promissory Note”) Business Days prior in an amount equal to the Closing Date), together with the other documents and certificates to be delivered pursuant to Sections 8 and 9 hereof, and $43,365,000; (ii) the Purchaser, in full payment for the Shares to be purchased by, Registration Rights Agreement by and sold to, the Purchaser pursuant to Section 2 hereof, shall (A) pay to the reorganized Company the Purchase Price, (B) deliver to the reorganized Company the certificate required pursuant to Section 10(a) hereof and (C) deliver to the reorganized Company a fully completed and duly executed Investor Questionnaire, reasonably satisfactory to the reorganized Company in the form attached hereto as Exhibit A (the "Investor Questionnaire"). The Purchaser shall make payment hereunder in immediately available funds by wire transfer to the account or accounts designated by the Company, or by such other means as may be agreed between among the Company and the PurchaserInvestors (the “Registration Rights Agreement”) duly executed by the Lead Investor; (iii) the Shareholders Agreement by and among the Company and the Investors (the “Shareholders Agreement”) duly executed by the Lead Investor; and (iv) a certificate executed by an authorized person of the Lead Investor certifying the resolutions duly adopted by the governing body of the Lead Investor authorizing the Investor’s execution, delivery and performance of the Transaction Documents to which the Lead Investor is a party and the transactions contemplated by the Transaction Documents to which the Lead Investor is a party. (c) At the Closing, the Co-Investor shall deliver or cause to be delivered to the Company the following: (i) a promissory note issued and duly executed by the Co-Investor in favor of the Company (the “Co-Investor Promissory Note”, and together with the Lead Investor Promissory Note, the “Promissory Notes”) in an amount equal to $43,365,000; (ii) the Registration Rights Agreement duly executed by the Co-Investor; (iii) the Shareholders Agreement duly executed by the Co-Investor; and (iv) an equity commitment letter by and among the Co-Investor, Advantech Master Investment Limited (the “Co-Investor Guarantor”) and the Company (the “Equity Commitment Letter”) duly executed by the Co-Investor and the Co-Investor Guarantor; and (v) a certificate executed by an authorized person of the Co-Investor certifying the resolutions duly adopted by the governing body of the Co-Investor authorizing the Co-Investor’s execution, delivery and performance of the Transaction Documents to which the Co-Investor is a party and the transactions contemplated by the Transaction Documents to which the Co-Investor is a party. (d) At the Closing, the Company shall deliver or cause to be delivered to the Investors the following: (i) evidence from the Transfer Agent of the issuance of the Shares in the name of the Investors by book entry on the stock ledger of the Company, which shall be subject to the legends contemplated in Section 5.2(c); (ii) the Registration Rights Agreement duly executed by the Company; (iii) the Shareholders Agreement duly executed by the Company; (iv) the Promissory Notes duly executed by the Company; (v) the Equity Commitment Letter duly executed by the Company; (vi) the Fourth Amendment to the Rights Agreement (the “Rights Agreement Amendment”) duly executed by the Company and the Rights Agent; and (vii) a certificate executed by an officer of the Company certifying the resolutions duly adopted by the Board authorizing the Company’s execution, delivery and performance of the Transaction Documents and the transactions contemplated by the Transaction Documents.

Closing and Deliveries. (a) Subject to the satisfaction or, if permissible, waiver of the terms and conditions set forth in Sections 8herein, 9 The transfers and 10 hereof, the closing of the sale and purchase of the Shares deliveries to be made pursuant to Section 2 hereof (the "Closing") this Agreement shall take place at the offices of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP at Xxxxx & Tetelman, LLP, 000 Xxxx Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000 on March 15, Xxxxxxxx 00000 at 10:00 a.m., local time, on 2000 (the third (3rd) Business Day following the expiration of the Due Diligence Period"Closing"), or on such other date and at such other time and place as may be agreed to by the parties may agree (the date on which parties. All proceedings to be taken and all documents to be executed at the Closing occursshall be deemed to have been taken, the "Closing Date")delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed. (bA) At the Closing, the Seller shall deliver to Purchaser the following documents : (i) the reorganized Company shall deliver to the Purchaser certificates representing the Shares to be purchased by, and sold to, the Purchaser pursuant to Section 2 hereof (registered in the name and in the denomination designated by the Purchaser at least two (2) Business Days prior to the Closing Date)Shares, together with the other documents and certificates to be delivered pursuant to Sections 8 and 9 hereof, and stock powers duly executed in blank; (ii) the Purchasereffective written resignations of each of the directors and officers of Seller; (iii) the minute books of Seller, in full payment for including their corporate seals, unissued stock certificates, stock registers, Certificates of Incorporation, bylaws and corporate minutes; (iv) the Seller shall issue to Purchaser and deliver to Xxxxx & Xxxxxxxx, LLP a certificate representing the Escrow Shares to be purchased by(as defined below); (v) an original Registration Rights Agreement; (vi) certificates issued by the Secretary of State or other similar appropriate governmental department, and sold to, the Purchaser pursuant to Section 2 hereof, shall (A) pay as to the reorganized Company good standing of Seller; (vii) the Purchase Pricebooks, records, files and remaining assets of Seller; (viii) such other documents as Purchaser may reasonably request (including resignation of Xxxxx Xxxx as a director and officer and change of bank account signatory authority as may be directed by Purchaser); (ix) a certificate of an officer of Seller as to certain of the representations and warranties set forth in Section 4 hereof (as Purchaser may request), being true and correct on the date of Closing and such other matters as Purchaser may reasonably request; (B) At Closing, Purchaser shall deliver to Seller the reorganized Company following documents from Purchaser: (i) the certificate required pursuant to Section 10(aNote; (ii) hereof and a counterpart of the Registration Rights Agreement; (Ciii) deliver to the reorganized Company a fully completed and duly executed Investor Questionnaire, reasonably satisfactory to the reorganized Company in the form attached hereto as Exhibit A (the "Investor Questionnaire"). The Purchaser shall make payment hereunder in immediately available funds by wire transfer to the account or accounts designated by the Company, or by such other means documents and instruments as the Seller may be agreed between the Company and the Purchaserreasonably request.

Closing and Deliveries. (a) Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Sections 8, 9 and 10 hereof, the The closing of the sale and purchase of the Shares pursuant to Section 2 hereof (the "Closing") shall Purchased Assets contemplated hereby will take place at the offices of Xxxxxxxx MLT Xxxxxx Xxxxxxxx and Xxxx LLP LLP, counsel to ELEF, at 000 Suite 2600 – 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 at 10:00 a.m.Xxxxxxx Xxxxxxxx, local time, on the third (3rd) Business Day following the expiration of the Due Diligence PeriodX0X 0X0, or at such other time location as VN and place as the parties ELEF may agree in writing, or remotely on or before the date that is five (5) Business Days following the date on which all of the conditions to Closing occursprovided herein are completed or waived, in writing, (the "“Closing Date"”), by VN and ELEF. (b) At As a condition precedent to Closing and for the Closingexclsuvie benefit of VN, (i) the reorganized Company shall deliver to the Purchaser certificates representing the Shares to be purchased by, and sold to, the Purchaser pursuant to Section 2 hereof (registered in the name and in the denomination designated by the Purchaser at least two (2) Business Days or prior to the Closing Date)Time, together with the other documents and certificates ELEF will deliver or cause to be delivered pursuant to VN: (i) a certificate of the chief executive officer ELEF certifying the matters set out in Sections 8 3.12(a) and 9 hereof, and (b); (ii) evidence satisfactory to VN of the PurchaserUS$6,675,000 credit applied to the restructured SDF; (iii) C$1,000,000.00, minus the Deposit amount of C$200,000.00, in full payment consideration for the Shares to be purchased byVN Purchased Shares, and sold to, the Purchaser pursuant to Section 2 hereof, shall (A) pay to the reorganized Company the Purchase Price, (B) deliver to the reorganized Company the certificate required pursuant to Section 10(a) hereof and (C) deliver to the reorganized Company a fully completed and duly executed Investor Questionnaire, reasonably satisfactory to the reorganized Company in the form attached hereto as Exhibit A (the "Investor Questionnaire"). The Purchaser shall make payment hereunder in immediately available funds payable by wire transfer to VN counsel in trust by wire transfer to be released to VN upon completion of Minago claim title registration to ELEF, (iv) an executed copy of the account or accounts designated by Voting Trust Agreement in respect of the CompanyVN Purchased Shares; (v) a certified copy of the resolutions of the board directors of ELEF approving the transactions contemplated herein; (vi) evidence of TSX Approval; (vii) a certificate of status, or equivalent, for ELEF dated the Closing Date; (viii) a certified copy of the documentation relating to the CHC Debt Purchase; (ix) an indemnity in favour of VN and its Affiliates for any Claims that CHC may have against VN or any of its Affiliates after the Closing Date in respect of the SDF or the SDF Ancillary Documents in form and substance satisfactory to VN; (x) all documentation in form and substance satisfactory to VN required to complete the SDF Restructuring; (xi) a partial release of ELEF’s security interest in and to the Purchased Assets that are subject to the SDF and the SDF Ancillary Documents; (xii) a partial discharge verification statement relating to the partial release referred to in Section 3.09(b)(x) of ELEF’s perfection registration under all applicable personal property registries and equivalent for any other applicable title, registration or filing system; (xiii) a purchase price allocation to which ELEF has agreed; (xiv) joint election of the parties to ensure that HST will not apply to the purchase and sale of the Purchased Assets. (c) As a condition precedent to Closing and for the exclusive benefit of ELEF, at or prior to the Closing Time, VN will deliver or cause to be delivered to ELEF: (i) a certificate of the chief executive officer and chief financial officer of VN certifying the matters set out in Sections 3.11(b) through (e); (ii) an executed copy of the VN Purchased Shares, registered in accordance with Section 3.05(b); (iii) an executed copy of the VN Disclosure Letter; (iv) an executed copy of the Voting Trust Agreement in respect of the ELEF Shares issuable to VN hereunder; (v) a certified copy of the resolutions of the board directors of VN approving the transactions contemplated herein; (vi) a certificate of status for VN dated the Closing Date; (vii) signed copies of all instruments of transfer or other instruments required to effect the transfer of VN’s interest in the Minago Claims and the Minago Leases; (viii) complete detailed drill data log on Minago Claims, all reports (technical and otherwise) related to Minago Claims, a consent letter from VN that allows ELEF full access to Minago related data held by third party; (ix) a purchase price allocation to which VN has agreed; and (x) joint election of the parties to ensure that HST will not apply to the purchase and sale of the Purchased Assets. (d) At the Closing Time, the parties shall deliver such other means documents as are typical of a transaction of this nature and that may otherwise be agreed between the Company and the Purchaserreasonably required by either party.