Common use of Closing Arrangements Clause in Contracts

Closing Arrangements. 6.1 The closing (the "Closing") of the purchase by each Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers may agree upon in writing. 6.2 At the Closing, Burcon shall deliver or cause to be delivered to each Standby Purchaser: (a) a certificate signed by any two officers of Burcon acceptable to the Standby Purchaser, certifying for and on behalf of Burcon that: (i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and (iii) the representations and warranties of Burcon contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Circular; (b) a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its permitted assignee(s); and (c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), against payment by the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser pursuant to this Agreement.

Closing Arrangements. 6.1 The closing (the "Closing") of the purchase by each the Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers Purchaser may agree upon in writing. 6.2 At the Closing, Burcon shall deliver or cause to be delivered to each the Standby Purchaser: (a) a certificate signed by any two officers of Burcon acceptable to the Standby Purchaser, certifying for and on behalf of Burcon that: (i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and (iii) the representations and warranties of Burcon contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Notice and the Rights Offering Circular; (b) a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its his permitted assignee(s); and (c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its his permitted assignee(s), against payment by the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser pursuant to this Agreement.

Closing Arrangements. 6.1 The closing (the "Closing") of the purchase by each Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers may agree upon in writing. 6.2 At the Closing, Burcon shall deliver or cause to be delivered to each Standby Purchaser: (a) a certificate signed by any two officers of Burcon acceptable to the Standby Purchaser, certifying for and on behalf of Burcon that: (i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and (iii) the representations and warranties of Burcon contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Notice and the Rights Offering Circular; (b) a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its permitted assignee(s); and (c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), against payment by the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser pursuant to this Agreement.

Closing Arrangements. 6.1 5.1 The closing (the "Closing") of the purchase by each the Standby Purchaser and sale by Burcon Coro of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burconlegal counsel to Coro, at the Expiry Time or at such other time and place as Burcon Coro and the Standby Purchasers Purchaser may agree upon in writing. 6.2 5.2 At the Closing, Burcon Coro shall deliver or cause to be delivered to each Standby Purchaserdelivered: (a) to the Standby Purchaser: a certificate signed by any two officers of Burcon Coro acceptable to the Standby Purchaser, certifying for and on behalf of Burcon Coro that: (i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon Coro and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and (iii) the representations and warranties of Burcon Coro contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Notice and the Rights Offering Circular;; and (b) in accordance with the Standby Purchaser's delivery instructions: a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its permitted assignee(s); and (c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), or such other evidence of the ownership of such Common Shares as the Standby Purchaser may request. against payment by the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon Coro, or as Coro may otherwise direct, of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser pursuant to this Agreement.

Closing Arrangements. 6.1 The closing (the "Closing") of the purchase by each Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers may agree upon in writing. 6.2 At the Closing, Burcon shall deliver or cause to be delivered to each Standby Purchaser: (a) The Vendor and the Purchaser acknowledge that the electronic registration system (hereinafter referred to as the “Teraview Electronic Registration System” or “TERS”) is operative on a certificate signed by any two officers of Burcon acceptable to mandatory basis in the Standby PurchaserLand Titles Office where the Property is located and accordingly, certifying for and on behalf of Burcon thatthe following provisions shall prevail, namely: (i) The Purchaser’s solicitors and the Vendor’s solicitors shall each be obliged to be authorized TERS users and in good standing with the Law Society of Upper Canada, and they are hereby authorized by the parties hereto to enter into a document registration agreement in the form adopted by the Joint LSUC-CBAO Committee on Electronic Registration of Title Documents on March 29, 2004 or any successor version thereto (the “Document Registration Agreement” or “DRA”), together with the additional requirement that the registering solicitor shall also be obliged to provide the non-registering solicitor with a copy of the registration report printed by TERS upon the registration of the electronic documents, as evidence of the registration thereof, within one business day of the Closing Date. It is understood and agreed that the DRA shall outline or establish the procedures and timing for completing this transaction electronically, and shall be executed by both the Vendor’s solicitors and the Purchaser’s solicitors and exchanged by courier or facsimile transmission between said solicitors (such that each solicitor has a photocopy or telefaxed copy of the DRA duly executed by both solicitors) by no later than two business days before the Closing Date. (ii) The delivery and exchange of closing documents and the balance of the Purchase Price, and the release thereof to the Vendor and the Purchaser, as the case may be: (A) shall not occur contemporaneously with the registration of the transfer/deed of the Property and other documents, if any, to be registered electronically; and (B) shall be governed by the DRA, pursuant to which the solicitor receiving any closing documents, or the balance of the Purchase Price, will be required to hold same in escrow, and will not be entitled to release same except in strict accordance with the provisions of the DRA. (iii) Each of the parties hereto agrees that the delivery of any of the closing documents not intended or required to be registered on title to the Property shall, unless the parties otherwise agree or unless otherwise provided for herein, be by way of delivery of originally signed copies thereof on the Closing Date to the other party. (iv) Notwithstanding anything contained in this Agreement or in the DRA to the contrary, it has complied is expressly understood and agreed by the parties hereto that an effective tender shall be deemed to have been validly made by either party (in this paragraph called the “Tendering Party”) upon the other party (in this paragraph called the “Receiving Party”) when the solicitor for the Tendering Party has: (A) delivered all applicable closing documents and/or the balance of the Purchase Price to the Receiving Party’s solicitor in accordance with all covenants and satisfied all terms and conditions the provisions of this Agreement on its part and the DRA; (B) advised the solicitor for the Receiving Party, in writing, that the Tendering Party is ready, willing and able to complete the transaction in accordance with the terms and provisions of this Agreement; and (C) has completed all steps required by TERS in order to complete this transaction that can be performed or undertaken by the Tendering Party’s solicitor without the cooperation or participation of the Receiving Party’s solicitor, and specifically when the Tendering Party’s solicitor has electronically “signed” the transfer/deed and any other closing document, if any, to be complied with registered electronically for completeness and satisfied at or prior granted “access” to the Receiving Party’s solicitor (but without the Tendering Party’s solicitor releasing same for registration by the Receiving Party’s solicitor). (b) On Closing, the Vendor shall deliver to the Purchaser the following: (i) vacant possession of the Building; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) all keys to the Building in the businesspossession of the Vendor; (iii) an assignment of all warranties and guarantees in favour of the Vendor, affairsfrom third parties, operationsif any, assetsto the extent the same are assignable with respect to the Building or the Chattels; (iv) a xxxx of sale for all of the Chattels listed in Schedule “B” hereto; (v) an executed transfer/deed of land in registerable form; (vi) a certificate of a senior officer of the Vendor to the effect that at the Closing Date the Vendor is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada); (vii) a statutory declaration of an officer of the Vendor that to the best of its knowledge and belief, financial conditionall accounts for labour and material concerning the Property are fully paid for and that no one has the right to file a lien under the Construction Lien Act (Ontario) against the Property; (viii) the plans and specifications, liabilities structural drawings, mechanical and structural inspection reports to the extent within the Vendor’s possession. (contingent or otherwiseix) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change an undertaking to re-adjust all items in the financial markets in Canadastatement of adjustments, from if necessary; (x) a certificate of the date hereof Vendor disclosing its GST registration number; (xi) an assignment and assumption agreement with respect to the ClosingCity Lease, subject to obtaining the prior written consent of the City of Mississauga to such assignment as provided in the City Lease; and (iiixii) such other documentation as may reasonably be requested by the representations and warranties of Burcon contained herein are true and correct as Purchaser’s solicitors. (c) On Closing, the Purchaser shall: (i) pay the balance of the Closing after giving effect to the transactions contemplated herein and Purchase Price as stipulated in the Rights Offering Circularthis Agreement; (bii) deliver an undertaking to re-adjust all items set out in the statement of adjustments, if necessary, and forthwith; (iii) deliver a definitive certificate representing statutory declaration from an officer of the Common Shares Purchaser stating that the Purchaser is registered pursuant to be purchased by subdivision (d) of Division V of Part IX of the Standby Excise Tax Act (Canada), disclosing its registration number and stating that the Purchaser is purchasing the Property as principal and not as agent for any other party, and undertaking that it will remit directly to the Receiver General of Canada the goods and services tax payable and file the prescribed form pursuant to Section 2.1(c228(4) of the Excise Tax Act (Canada) in connection with the purchase of the Lands and Building described in this Agreement and indemnify and save harmless the Vendor with respect to goods and services tax exigible in connection with the purchase of the Lands and Building described in this Agreement; (iv) deliver an assignment and assumption agreement with respect to the City Lease, if any, registered subject to obtaining the prior written consent of the City of Mississauga to such assignment as provided in the name of the e Standby Purchaser or its permitted assignee(s)City Lease; and (cv) deliver such other documentation as may reasonably be requested by the Vendor’s solicitors. (d) Subject to Section 11(a), it is a warrant certificate representing condition of Closing that all matters of payment, execution and delivery of documents by each party to the Standby Warrants other and the acceptance for registration of the appropriate documents in the appropriate offices of public record shall be deemed to be issued concurrent requirements and it is specifically agreed that nothing will be complete at the Closing until everything required as a condition precedent at the Closing has been paid, executed and delivered and until all documents have been accepted for registration. (e) The Purchase Price for the Property is exclusive of any applicable taxes set out in this paragraph. The Purchaser shall be responsible for paying, in addition to the Standby Purchaser or its permitted assignee(s)Purchase Price, against payment by any land transfer tax, retail sales tax, similar taxes and registration fees payable in connection with the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon of the aggregate Property to the Purchaser. The Purchaser shall pay to the Vendor on Closing any applicable goods and services tax exigible in connection with the purchase price and sale of the Chattels. The Purchaser shall pay any applicable provincial sales taxes directly to the relevant governmental authority and shall indemnify and save harmless the Vendor with respect to the payment of same. The Vendor shall be responsible for registration fees payable in connection with the Common Shares to be purchased by the Standby Purchaser pursuant registration of discharges of any encumbrances or other claims or interests that are not Permitted Encumbrances. Each party shall pay its own legal fees with respect to this Agreementtransaction.

Closing Arrangements. 6.1 8.1 The closing Closing shall take place at 10:00 a.m. (Vancouver time) on the "Closing") of the purchase by each Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed Closing Date at the offices of BurconBlake, at the Expiry Time Xxxxxxx & Xxxxxxx LLP, Suite 2600, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, B.C., or at such other time and place on the Closing Date as Burcon and may be agreed by the Standby Purchasers may agree upon in writingParties. 6.2 8.2 At the Closing, Burcon UUL shall deliver or cause to be delivered to each Standby PurchaserCrosshair: (a) a certificate signed by any two officers certified true copy of Burcon acceptable to the Standby Purchaser, certifying for and on behalf resolutions of Burcon that: (i) it UUL evidencing that the Board of Directors of UUL has complied with all covenants and satisfied all terms and conditions of approved this Agreement on its part to be complied with and satisfied at or prior to all of the Closingtransactions of UUL contemplated hereunder; (iib) there has been no material adverse change (actuala form of document satisfactory to Crosshair, anticipatedacting reasonably, proposed or prospective, financial or otherwise) duly executed by UUL for the transfer of UUL’s Interest in the businessClaims to Crosshair and where, affairsapplicable, operationsUUL will file and record such instruments of conveyance and transfer with the appropriate governmental authorities (all filing fees to be paid by UUL); (c) the Escrow Agreement, assetsattached hereto as Schedule “C”, financial conditionduly executed by UUL, liabilities for the escrow of the Crosshair Shares and Crosshair Warrants issued to UUL; (contingent or otherwised) or capital the Voting Trust Agreement, attached hereto as Schedule “D”, duly executed by UUL, for the voting by UUL of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof Crosshair Shares subject to the Closing; andEscrow Agreement; (iiie) the Assignment and Assumption Agreement, attached hereto as Schedule “F”, duly executed by UUL, for the transfer of UUL’s rights and obligations under the PAA; (f) a certificate of a senior officer of UUL (without personal liability) dated as of the Closing Date certifying that the representations and warranties of Burcon UUL contained herein are true and correct in all material respects as of the date made and as of the Closing after giving effect Date; (g) originals or copies of all documents, data, maps, books, records, results and other material related to the transactions contemplated herein and Claims in the Rights Offering Circularpossession of UUL; (h) favourable legal opinions of legal counsel to UUL, addressed to Crosshair and dated as of the Closing Date, in the form and content acceptable to Crosshair acting reasonably; and (i) such other documents as Crosshair may reasonably request. 8.3 At Closing, Crosshair shall deliver or cause to be delivered: 50612059.9 (a) certified true copies of the resolutions of the directors of Crosshair evidencing the approval of this Agreement and all of the transactions of Crosshair contemplated hereunder; (b) a definitive certificate or certificates representing the Common Crosshair Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its permitted assignee(s); andUUL; (c) a warrant certificate or certificates representing the Standby Crosshair Warrants registered in the name of UUL; (d) a form of document satisfactory to be UUL, acting reasonably, evidencing that the Bridge Loan is forgiven and the Security is released; (e) the Escrow Agreement, attached hereto as Schedule “C”, duly executed by Crosshair, for the escrow of the Crosshair Shares and Crosshair Warrants issued to UUL; (f) the Standby Purchaser or its permitted assignee(s)Voting Trust Agreement, against payment attached hereto as Schedule “E”, duly executed by Crosshair, for the Standby Purchaser voting by bank draft, wire transfer or certified cheque to Burcon UUL of the aggregate purchase price Crosshair Shares subject to the Escrow Agreement; (g) the Assignment and Assumption Agreement, attached hereto as Schedule “F”, duly executed by Crosshair, for the Common Shares transfer of UUL’s rights and obligations under the PAA; (h) a certificate signed by a senior officer of Crosshair (without personal liability) dated as of the Closing Date certifying that the representations and warranties of Crosshair contained herein are true and correct in all material respects as of the date made and as of the Closing Date; (i) such favourable legal opinions of legal counsel to be purchased by Crosshair, addressed to UUL and dated as of the Standby Purchaser pursuant Closing Date, in the form and content acceptable to this AgreementUUL; and (j) such other documents as UUL may reasonably request.

Closing Arrangements. 6.1 The closing (the "“Closing"”) of the purchase by each Standby Purchaser and sale by Burcon DIRTT of the Standby Commitment Rights Shares pursuant to this Agreement shall be completed at on the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers may agree upon in writingClosing Date. 6.2 At the Closing, Burcon DIRTT shall deliver or cause to be delivered to each Standby Purchaserdelivered: (a) to each Xxxxxxx Xxxxxxxxx, a certificate signed by any two officers officer of Burcon DIRTT acceptable to the Standby PurchaserPurchasers (it being agreed that the chief executive officer and the chief financial officers are acceptable), certifying for and on behalf of Burcon DIRTT that: (i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing; (ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and (iiiii) the representations and warranties of Burcon DIRTT contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Circular;Documents; and (b) DIRTT shall deliver or cause to be delivered in accordance with such Standby Purchaser’s delivery instructions, a definitive certificate or advice statements representing the Common Rights Shares to be purchased by the such Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, Agreement registered in the name of the e Standby Purchaser or its permitted assignee(s); and (cPermitted Assignee(s) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), against payment by the applicable Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon in accordance with the Rights Offering Documents, or as DIRTT may otherwise direct, of the aggregate purchase price for the Common Rights Shares to be purchased by the such Standby Purchaser pursuant to this Agreement.