Common use of Closing Arrangements Clause in Contracts

Closing Arrangements. 7.1 The closing shall take place on the Closing Date at the offices of X'Xxxxx Law Group PLLC at Xxxxx 0000, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0. 7.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by the Purchaser or by the Vendor, as the case may be, then: (a) the Vendor shall deliver to the Purchaser: (i) certificates representing all the Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.1; and (iii) evidence satisfactory to the Purchaser and its legal counsel of the completion by the Company and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendor and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) the Purchaser shall issue and deliver to the Vendor: (i) certificates representing the Purchaser Shares and the Purchaser Warrants duly endorsed with legends, acceptable to the Purchaser's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a period of one year from the Closing Date; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.3; and (iii) sequential resignations and directors resolutions such that all of the directors and officers of the Purchaser will have resigned and the following will have been appointed directors and/or officers of the Purchaser immediately following closing: Xxxxx Xxxxx Director, President, Secretary and Treasurer (d) The Principal Shareholder shall deliver to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid.

Closing Arrangements. 7.1 The closing shall take place on At Closing, the Closing Date at the offices of X'Xxxxx Law Group PLLC at Xxxxx 0000Vendor will deliver, 0000 Xxxx Xxxxxxx Xxxxxxor cause to be delivered, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0. 7.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by to the Purchaser or by the Vendorfollowing in form and substance satisfactory to the Purchaser, as the case may be, thenacting reasonably: (a) the Vendor shall deliver assignment of Corporate Notes Receivables, in a form reasonably satisfactory to the Purchaser: (i) certificates representing all the Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.1; and (iii) evidence satisfactory to the Purchaser and its legal counsel of the completion by the Company and the Vendor of those acts referred to in paragraph 5.1. (b) senior officer’s certificate of the Vendor and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nomineecertifying, to be duly the best of such officer’s knowledge, information and regularly recorded belief (after due enquiry), that the conditions in the books and records of the CompanySection 8.3(b) have been satisfied; (c) the Purchaser shall issue and deliver to senior officer’s certificate of each of the Vendor:, MMG and MMC containing certified copies of (A) the Constating Documents of each of MMG and MMC, (B) all resolutions of the board of directors of each of the Vendor, MMG and MMC approving the entering into and completion of the Transaction and the Transaction Documents (including the assignment of the Corporate Notes Receivable and granting of second mortgage (MMG)), and (C) an incumbency page; (id) share certificates representing the Purchaser Shares and the Purchaser Warrants duly endorsed with legends, acceptable to the Purchaser's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation all of the United States Purchased Shares accompanied by irrevocable stock transfer powers duly executed in blank by the holders of record; (e) the complete minute books of each of MMG and MMC; (f) a certificate of status, compliance, good standing or any statesimilar certificate with respect each of the Vendor, including, but not limited to, MMG and MMC issued by the non-transferability appropriate Governmental Authority of such shares for a period its jurisdiction of one year from incorporation dated as of the Closing Date; (iig) the certificates original Books and officer's certificate or opinion referred to in paragraph 6.3; andRecords of each of MMG and MMC; (iiih) sequential a duly executed comprehensive release of each of MMG and MMC effective prior to Closing by the Vendor, acting in its capacity as Vendor; (i) resignations and directors resolutions such that all from each of the directors and officers of MMG and MMC, a signed comprehensive release from each of them of all claims or potential claims that they may have against each of MMG and MMC relating to matters existing at or prior to the Purchaser will have resigned Closing, including claims or potential claims for current unpaid remuneration in their capacities as officers and the following will have been appointed directors and/or officers of the Purchaser immediately following closing: Xxxxx Xxxxx Director, President, Secretary and Treasureradvances made to MMG or MMC; (dj) The Principal Shareholder shall deliver all Required Consents; (k) acknowledgements or discharges by any secured parties in respect of any movable property security registrations against each of MMG and MMC other than the Permitted Encumbrances; (l) duly executed documents as are necessary to change the signatories of and provide authority for access to MMG and MMC’s bank accounts specified in Schedule 4.1(z) to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed authorized Persons specified by the appropriate officialPurchaser; (m) with all applicable security transfer taxes paidexecuted Unsecured Loan; (n) executed Secured Note; and (o) executed Secured Note second mortgage.

Closing Arrangements. 7.1 The closing shall take place on Sellers are now delivering to XPO the Closing Date at the offices of X'Xxxxx Law Group PLLC at Xxxxx 0000, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0. 7.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by the Purchaser or by the Vendor, as the case may be, then: (a) the Vendor shall deliver to the Purchaserfollowing: (i) certificates representing all the Company Shares duly endorsed in blank for transfer or with a accompanied by duly executed blank stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paidpowers; (ii) duly executed Escrow Agreement executed by the certificates Escrow Agent and officer's certificate or the Sellers; (iii) a favourable opinion referred of counsel to the Sellers, substantially in paragraph 6.1the form attached as Exhibit A; (iv) duly executed resignations effective as at the Effective Time of each director and officer of the Company and certain of the Subsidiaries specified by XPO; (v) duly executed releases from each of the Seller Parties of all claims they may have against the Company and any Subsidiary, in form and substance satisfactory to XPO; (vi) duly executed stock transfer documents and general releases of the Company Group from certain of the minority shareholders of any Subsidiary, such stock transfer documents and general releases to be in form and substance satisfactory to XPO; (vii) copies of required third party consents and any regulatory approvals, if any; (viii) all books and records of and related to the Company and the Business, including copies of all of the Company’s insurance policies; (ix) a sublease of the warehouse space currently occupied by North American Distribution Logistics Inc. duly executed by it and Kelron Distribution Ontario Limited (“KDO”); (x) the Kelron Cleveland APA duly executed by the Sellers affiliate, Kelron Cleveland; and (iiixi) all documentation and other evidence satisfactory reasonably requested by XPO in order to establish the Purchaser due authorization and its legal counsel completion of the completion transactions contemplated by this Agreement, including the taking of all corporate proceedings by the boards of directors and shareholders of the Company and the Vendor Subsidiaries, as applicable, required to effectively carry out the obligations of those acts referred the Seller Parties and the Company pursuant to in paragraph 5.1this Agreement. (b) the Vendor and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) the Purchaser shall issue and deliver XPO is now delivering to the VendorSellers the following: (i) certificates representing the Purchaser Shares Share Purchase Price and funds required to satisfy the amount of the Shareholder Loans shall be delivered to Pallet Valo LLP for and on behalf of the Seller Parties, the Kelron Montreal minority shareholders and the Purchaser Warrants duly endorsed with legendsKelron Vancouver minority shareholders, acceptable to as the Purchaser's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a period of one year from the Closing Datecase may be; (ii) duly executed 2387 Note; (iii) duly executed 2393 Note; (iv) duly executed Escrow Agreement executed by the certificates Escrow Agent and officer's certificate or opinion referred XPO; (v) copies of any regulatory approvals required to complete the Transactions; (vi) a sublease of the warehouse space currently occupied by North American Distribution Logistics Inc. duly executed by KDO, in paragraph 6.3form and substance acceptable to XPO; (vii) the Kelron Cleveland APA duly executed by the XPO affiliate; and (iiiviii) sequential resignations all documentation and directors resolutions such that all other evidence reasonably requested by the Sellers in order to establish the due authorization and completion of the transactions contemplated by this Agreement, including the taking of all corporate proceedings by the board of directors and officers shareholders of XPO required to effectively carry out the Purchaser will have resigned and the following will have been appointed directors and/or officers obligations of the Purchaser immediately following closing: Xxxxx Xxxxx Director, President, Secretary and Treasurer (d) The Principal Shareholder shall deliver XPO pursuant to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paidthis Agreement.

Closing Arrangements. 7.1 The closing shall take place on the Closing Date at the offices of X'Xxxxx Law Group PLLC the Vendor at Xxxxxxxxx-Xxxx-Xxxxx 000000, 0000 Xxxx Xxxxxxx Xxxxxx00000 Xxxxxxx-Xxxxxxxxxx, XxxxxxxxxXxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0or at such other time and place as the parties may mutually agree. 7.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by the Purchaser or by the Vendor, as the case may be, then: (a) the Vendor shall deliver to the Purchaser: (i) certificates representing all the Agreement and Deed of Transfer in the form attached as Schedule J hereto and such other documents as may be necessary to record the transfer of the Company Shares duly endorsed to the Purchaser in blank for transfer or with a stock power of attorney (the commercial registry in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paidMoenchengladbach; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.1; and (iii) evidence satisfactory to the Purchaser and its legal counsel of the completion by the Company and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendor and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) the Purchaser shall issue and deliver to the Vendor: (i) certificates representing the Purchaser Shares and the Purchaser Warrants duly endorsed with legends, acceptable to the Purchaser's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a period of one year from the Closing Date; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.3; and (iii) sequential resignations and directors resolutions such that all of the directors and officers of the Purchaser will have resigned and the following will have been appointed directors and/or officers of the Purchaser immediately following closing: Xxxxx Xxxxx Director, President, Xxxx Xxxxxxxx Director & President Xxxx Xxxxxxxx Secretary and & Treasurer (d) The Principal Shareholder shall deliver to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid.

Closing Arrangements. 7.1 The closing shall take place on the Closing Date at the offices of X'Xxxxx Northwest Law Group PLLC at Xxxxx 0000Suite 1880, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, or at such other time and place as the parties may mutually agree. 7.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by the Purchaser FC or by the VendorVendors, as the case may be, then: (a) the Vendor Vendors shall deliver to the PurchaserFC: (i) certificates representing all the Company ICP Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid; (ii) the certificates and certificates, officer's certificate or and legal opinion referred to in paragraph 6.1; and (iii) evidence satisfactory to the Purchaser FC and its legal counsel of the completion by the Company ICP and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendor Vendors and the Company ICP shall cause the Company ICP Shares to be transferred into the name of the PurchaserExchangeco, or its nominee, to be duly and regularly recorded in the books and records of the CompanyICP; (c) the Purchaser Principal Shareholders shall issue and deliver to the Vendor: (i) Trustee certificates representing the Purchaser 20,000,000 FC Shares and the Purchaser Warrants duly endorsed with legends, acceptable to the PurchaserICP's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a period of one year from the Closing Date; (iid) Exchangeco shall issue and deliver to the Vendors certificates representing 20,000,000 Exchangeable Shares duly endorsed with legends acceptable to ICP’s counsel; (e) FC shall issue and deliver to ICP and the Vendors the certificates, officer's certificate or and legal opinion referred to in paragraph 6.3; and (iiif) sequential resignations Exchangeco shall issue and deliver to ICP and the Vendors the certificates, officer's certificate and legal opinion referred to in paragraph 6.3. 7.3 Following the Closing Date, the parties will take such steps as may be necessary, including the filing of an information statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, to effect the following changes in the officers and directors resolutions such that all of the directors and officers of the Purchaser will have resigned and the following will have been appointed directors and/or officers of the Purchaser immediately following closingFC: Xxxxx Sass Xxxxxx Director, President Xxxx Xxxxx Director, President, Secretary and Chief Financial Officer Taras Chebountchak Director, Treasurer (d) The Principal Shareholder shall deliver to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid.

Closing Arrangements. 7.1 11.1 The closing shall will take place on the Closing Date at the offices of X'Xxxxx Law Group PLLC at Xxxxx 0000, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0the Purchaser's solicitors (the "Closing"). 7.2 11.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by Vendor will deliver to the Purchaser or by the Vendor, as the case may be, thenand Dane: (a) a general conveyance of the Vendor shall deliver to the Purchaser: (i) certificates representing all the Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.1; and (iii) evidence satisfactory Purchased Assets to the Purchaser and its legal counsel all other deeds of conveyance, bills of sale, transfer and assignments, duly executed, in form and content satisfactory to the completion by Purchaser's solicitors appropriate to effectively vest good and marketable title to the Company and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendor and the Company shall cause the Company Shares to be transferred Purchased Assets into the name of the PurchaserPurchaser free and clear of all encumbrances, or its nominee, to be duly and regularly recorded in with the books and records exception of the Company;Permitted Encumbrances, and immediately registerable in all places where registration is necessary or desirable to effect the valid transfer of the Business and the Purchased Assets to the Purchaser; and (cb) possession of the Purchased Assets. 11.3 On the Closing Date, the Purchaser shall issue and Dane will deliver to the VendorVendor the following: (ia) certificates representing the Purchaser Dane Shares and the Purchaser Warrants duly endorsed with legends, acceptable to the PurchaserDane's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a period of one year from the Closing Date; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.3; and (iiib) sequential resignations and directors resolutions such that all of the directors and officers of the Purchaser will have resigned and the following will have been appointed directors and/or officers of the Purchaser Dane immediately following closing: Xxxxx Xxxxx DirectorXxxxxx Xxxx Xxxxxx II Chief Executive Officer, Chief Financial Officer, President, Secretary and TreasurerSecretary, Treasurer & Director (d) The 11.4 On the Closing Date, the Principal Shareholder shall deliver will surrender to the Vendor Dane the certificates representing all 49,800,000 of the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with for cancellation. 11.5 Following the Closing Date Dane will make all applicable security transfer taxes paidrequired filings and pay all required fees required for “OTC reporting issuers” under MI 51-105.

Closing Arrangements. 7.1 The closing shall take place on the Closing Date at the offices of X'Xxxxx X’Xxxxx Law Group PLLC Corporation at Xxxxx 0000Suite 1880, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, or at such other time and place as the parties may mutually agree. 7.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by the Purchaser or by the Vendor, as the case may be, then: (a) the Vendor shall deliver to the Purchaser: (i) certificates representing all the Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.1; and (iii) evidence satisfactory to the Purchaser and its legal counsel of the completion by the Company and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendor and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) the Purchaser shall issue and deliver to the Vendor: (i) certificates representing the Purchaser Shares and the Purchaser Warrants duly endorsed with legends, acceptable to the Purchaser's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a period of one year from the Closing Date; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.3; and (iii) sequential resignations and directors resolutions such that all of the directors and officers of the Purchaser will have resigned and the following will have been appointed directors and/or officers of the Purchaser immediately following closing: Xxxxx Xxxxx Xxxxxx X.X. Xxxxxx Director, President, Secretary and Treasurer (d) The Principal Shareholder shall deliver to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid.

Closing Arrangements. 7.1 The closing shall take place on the Closing Date at the offices of X'Xxxxx Northwest Law Group PLLC at Xxxxx 0000Suite 1880, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, or at such other time and place as the parties may mutually agree. 7.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by the Purchaser FC or by the VendorVendors, as the case may be, then: (a) the Vendor Vendors shall deliver to the PurchaserFC: (i) certificates representing all the Company ICP Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid; (ii) the certificates and certificates, officer's certificate or and legal opinion referred to in paragraph 6.1; and (iii) evidence satisfactory to the Purchaser FC and its legal counsel of the completion by the Company ICP and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendor Vendors and the Company ICP shall cause the Company ICP Shares to be transferred into the name of the PurchaserExchangeco, or its nominee, to be duly and regularly recorded in the books and records of the CompanyICP; (c) the Purchaser Principal Shareholders shall issue and deliver to the Vendor: (i) Trustee certificates representing the Purchaser 20,000,000 FC Shares and the Purchaser Warrants duly endorsed with legends, acceptable to the PurchaserICP's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a period of one year from the Closing Date; (iid) Exchangeco shall issue and deliver to the Vendors certificates representing 20,000,000 Exchangeable Shares duly endorsed with legends acceptable to ICP’s counsel; (e) FC shall issue and deliver to ICP and the Vendors the certificates, officer's certificate or and legal opinion referred to in paragraph 6.3; and (iiif) sequential resignations Exchangeco shall issue and deliver to ICP and the Vendors the certificates, officer's certificate and legal opinion referred to in paragraph 6.3. 7.3 Following the Closing Date, the parties will take such steps as may be necessary, including the filing of an information statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, to effect the following changes in the officers and directors resolutions such that all of the directors and officers of the Purchaser will have resigned and the following will have been appointed directors and/or officers of the Purchaser immediately following closingFC: Xxxxx Name Position Sass Xxxxxx Director, President Xxxx Xxxxx Director, President, Secretary and Chief Financial Officer Taras Chebountchak Director, Treasurer (d) The Principal Shareholder shall deliver to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid.