Common use of Closing and Post-Closing Deliveries Clause in Contracts

Closing and Post-Closing Deliveries. (a) At Closing, Xxxxxxxx shall execute, where applicable, and deliver to Purchaser: (i) a General Conveyance in the form attached as Schedule "J"; (ii) all Conveyance Documents, including all RMF2s and AC2s, provided that such documents shall not require Vendor to assume or incur any obligation or to provide any representation or warranty beyond that contained in this Agreement; (iii) copies of all consents to disposition and applicable waivers of Rights of First Refusal obtained by Vendor with respect to this Transaction, other than customary post-closing consents; (iv) the certificate required by Subclauses 10.2(a) and (d) substantially in the form attached as Schedule "L"; (v) no interest" letters, and discharges of any Security Interests from the holder thereof; (vi) receipt for payment of the amounts hereunder payable to Vendor by Purchaser at Closing; (vii) such other documents as may be specifically required hereunder or as Purchaser may reasonably request by reasonable notice to Vendor, including reasonable evidence of Vendor's capacity and authority to convey and transfer all of the Assets to the Purchaser. (b) At Closing, Purchaser shall execute, where applicable, and deliver to Vendor: (i) the Purchase Price in accordance with Clause 2.2, subject to any adjustments provided for in this Agreement, the Section 116 Withholding Amount provided for in Clause 2.6, applicable GST; (ii) a General Conveyance in the form attached as Schedule "J"; (iii) the certificate required by Subclause 10.3(d) substantially in the form attached as Schedule "K"; and (iv) such other documents as may be specifically required hereunder. (c) Five (5) Business Days before the Closing Date Vendor shall prepare and deliver drafts of the Conveyance Documents to Purchaser for Purchaser's review and approval. (d) Within five (5) Business Days of the Closing Date, originals, or where originals are not available, copies of 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 to which Purchaser agrees to allow Vendor to deliver such records, files, reports and data at a later date.

Closing and Post-Closing Deliveries. (a) At Closing, Xxxxxxxx shall execute, where applicable, and deliver to Purchaser: (i) a General Conveyance general conveyance, in the form attached as Schedule "J"; (ii) all Conveyance Documents, including all RMF2s and AC2s, provided that such documents shall not require Vendor to assume or incur any obligation or to provide any representation or warranty beyond that contained in this Agreement; (iii) copies of all consents to disposition and applicable waivers of Rights of First Refusal obtained by Vendor with respect to this Transaction, other than customary post-closing consents; (iv) the certificate required by Subclauses 10.2(a) and (d) substantially in the form attached as Schedule "“L"”; (v) no interest" letters, and discharges of any Security Interests from the holder thereof; (vi) receipt for payment of the amounts hereunder payable to Vendor by Purchaser at Closing; (vii) the Section 116 Escrow Agreement; and (viii) such other documents as may be specifically required hereunder or as Purchaser may reasonably request by reasonable notice to Vendor, including reasonable evidence of Vendor's ’s capacity and authority to convey and transfer all of the Assets to the Purchaser. (b) At Closing, Purchaser shall execute, where applicable, and deliver to Vendor: (i) the Purchase Price in accordance with Clause 2.2, subject to any adjustments provided for in this Agreement, the Section 116 Withholding Amount provided for in Clause 2.6, applicable GST, and the amount in interest in lieu in accordance with Clause 2.5; (ii) a General Conveyance general conveyance in the form attached as Schedule "“J"”; (iii) the certificate required by Subclause 10.3(d) substantially in the form attached as Schedule "“K"”; (iv) the Section 116 Escrow Agreement; and (ivv) such other documents as may be specifically required hereunder. (c) Five (5) Business Days before the Closing Date Vendor shall prepare and deliver drafts of the Conveyance Documents to Purchaser for Purchaser's review and approval. (d) Within five fifteen (515) Business Days of the Closing Date, originals, or where originals are not available, copies of 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 to which Purchaser agrees to allow Vendor to deliver such records, files, reports and data at a later date.

Closing and Post-Closing Deliveries. (a) At or prior to the Closing, Xxxxxxxx the Sellers shall execute, where applicable, and deliver or cause the Seller Stockholder to Purchaserdeliver the following: (i) a General Conveyance to the Company, stock certificates evidencing the Repurchased Shares duly endorsed in the form attached as Schedule "J"blank, or accompanied by stock powers duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps; (ii) all Conveyance Documentsto the Investors, including all RMF2s copies of the resolutions of the board of directors of each Seller and AC2sany Affiliate of either Seller that is a party to this Agreement and any Ancillary Agreement authorizing and approving this Agreement and the Ancillary Agreements, provided that as applicable, and the transactions contemplated hereby and thereby, certified by the corporate secretary of such documents shall not require Vendor Person to assume or incur any obligation or to provide any representation or warranty beyond that contained be true and complete and in this Agreementfull force and effect and unmodified as of the Closing Date; (iii) copies to the Investors, (A) resignations, in form and substance reasonably satisfactory to the Investors, of all consents of the (1) members of the board of directors of each of the Company and the Subsidiaries and (2) officers of the Company and (B) resolutions in form and substance reasonably satisfactory to disposition and applicable waivers the Investors, appointing each of Rights of First Refusal obtained by Vendor with respect the individuals specified in writing to this Transactionthe Sellers at least three (3) Business Days prior to the Closing to the offices indicated on such writing, other than customary post-closing consentsin each case effective upon the Closing; (iv) to the Investors, the certificate required by Subclauses 10.2(a) and Section 9.3 (d) substantially in the form attached as Schedule "L"Officer's Certificate); (v) no interest" lettersto the Investors, affidavits or certifications in form and discharges of any Security Interests substance reasonably satisfactory to the Investors as are necessary to exempt the transactions contemplated by this Agreement from the holder thereof;provisions of Section 1445 of the Code; and (vi) receipt for payment of to the amounts hereunder payable to Vendor by Purchaser at Closing; (vii) Investors, such other documents instruments, certificates and documents, in form and substance reasonably acceptable to the Investors and the Sellers, as may be specifically required hereunder or as Purchaser may reasonably request by reasonable notice necessary to Vendor, including reasonable evidence of Vendor's capacity and authority to convey and transfer all of effect the Assets to the PurchaserClosing. (b) At or prior to the Closing, Purchaser the Investors shall execute, where applicable, and deliver or cause to Vendorbe delivered the following: (i) to the Company, the Reissued Share Purchase Price in accordance with Clause 2.2, subject by wire transfer of immediately available funds to any adjustments provided for in this Agreement, an account or accounts designated by the Section 116 Withholding Amount provided for in Clause 2.6, applicable GSTCompany at least two (2) Business Days prior to the Closing; (ii) a General Conveyance to the Sellers, copies of the resolutions of the board of directors, sole member or manager, as applicable, of each of the Investors, authorizing and approving this Agreement, the transactions contemplated hereby and the Stockholders Agreement, certified by the corporate secretary, if any, of such Person to be true and complete and in full force and effect and unmodified as of the form attached as Schedule "J"Closing Date; (iii) to the Sellers, the certificate required by Subclause 10.3(d) substantially in the form attached as Schedule "K"Section 8.3 (Officer's Certificate); and (iv) to the Sellers, such other documents instruments, certificates and documents, in form and substance reasonably acceptable to the Investors and the Sellers, as may be specifically required hereunderreasonably necessary to effect the Closing, including any such instruments, certificates and documents reasonably required, if any, to ensure that the Included Capitalized Lease Obligations shall remain outstanding after the Closing and be the continuing obligations of the Company and the Subsidiaries. (c) Five At or prior to the Closing, the Company shall deliver to the Seller Stockholder the Closing Payment by wire transfer of immediately available funds to an account or accounts designated by the Seller Stockholder at least two (52) Business Days before prior to the Closing Date Vendor shall prepare and deliver drafts of the Conveyance Documents to Purchaser for Purchaser's review and approvalClosing. (d) Within five (5) Business Days At or prior to the Closing, the Sellers and the Investors shall, or shall cause their respective Affiliate to, as applicable, execute and deliver each of the Closing Datefollowing agreements (collectively, originalsthe "Ancillary Agreements"): (i) a transition services agreement substantially in the form attached hereto as Exhibit B (the "Transition Services Agreement "); (ii) each of the agreements contained in Exhibit C (the "Licenses to Use Office Space"), or where originals are not available, copies in each case substantially in the form contained in such Exhibit; (iii) a stockholders agreement substantially in the form of Vendor's records, files, reports and data pertaining Exhibit D (the "Stockholders Agreement"); and (iv) an indemnification agreement substantially in the form of Exhibit E (the "Indemnification Agreement"). (e) The Company shall deliver to the AssetsSeller Stockholder, insofar as at such delivery is permitted times and required hereunderin such aggregate principal amounts set forth in Section 7.19 (Seller Notes), unless and subject to the extent to which Purchaser agrees to allow Vendor to deliver such recordsconditions provided in Section 7.19, files, reports and data at a later dateSeller Notes.