Complete Conveyance. At the closing of any purchase or other conveyance of all of the Project Facilities and the Real Property pursuant to Section 9.1(a) hereof, or at the termination hereof by the payment of all amounts due hereunder, the Corporation and the Trustee by an instrument terminating the Base Lease and this Facilities Agreement and by quit claim or special warranty deed, as the case may be, in the form as mutually agreed to by the Trustee, the Corporation and the County shall execute and deliver to the County all necessary documents assigning, transferring, conveying and relinquishing all interest to the Project Facilities and Real Property, subject to the following:
(i) Permitted Encumbrances, other than this Facilities Agreement and the Trust Agreement;
(ii) all liens, encumbrances and restrictions created or suffered to exist by the County, the Corporation and the Trustee as required or permitted by this Facilities Agreement or the Trust Agreement or arising as a result of any action taken or permitted to be taken by the County, the Corporation or the Trustee as required or permitted by this Facilities Agreement or the Trust Agreement; and
(iii) any lien or encumbrance created by action of the County.
Complete Conveyance. The Purchased Assets include all rights, properties, interests, assets (both tangible and intangible) and agreements necessary to enable the Purchaser to carry on the Business in relation to the Purchased Assets, as it relates to the Purchased Assets, in the same manner and to the same extent as it has been carried on by the Vendor prior to the date hereof.
Complete Conveyance. Except for the Excluded Assets, the assets included in the Purchased Assets constitute all of the assets of the Vendor used in carrying on the Business and constitute all of the assets set forth on or reflected in the Audited Financial Statements, other than assets acquired since the Audited Statements Date or disposed of, utilized or consumed since the Audited Statements Date in the ordinary course of the Business. The Purchased Assets include all rights, properties, interests, assets (both tangible and intangible) and agreements necessary to enable the Purchaser to carry on the Business in the same manner and to the same extent as it has been carried on by the Vendor prior to the date hereof.
Complete Conveyance. The assets included in the Purchased Assets constitute all of the material assets of the Vendor used in carrying on the Business. The Purchased Assets include all rights, properties, interests, assets (both tangible and intangible) and agreements necessary to enable the Purchaser to carry on the Business in the same manner and to the same extent as it has been carried on by the Vendor prior to the date hereof.
Complete Conveyance. At the closing of any purchase or other conveyance of all of the Project Facilities and the Project Facilities Real Property pursuant to Section 9.1(a) of this Facilities Agreement, or at the termination hereof by the payment of all amounts due hereunder, the Corporation and the Trustee by an instrument terminating the Base Lease and this Facilities Agreement and by quit claim or special warranty deed, as the case may be, in the form as mutually agreed to by the Trustee, the Corporation and the County shall execute and deliver to the County all necessary documents assigning, transferring, conveying and relinquishing all interest to the Project Facilities and the Project Facilities Real Property, subject to the following:
(i) Permitted Encumbrances, other than this Facilities Agreement and the Trust Agreement;
(ii) all liens, encumbrances and restrictions created or suffered to exist by the County, the Corporation and the Trustee as required or permitted by this Facilities Agreement or the Trust Agreement or arising as a result of any action taken or permitted to be taken by the County, the Corporation or the Trustee as required or permitted by this Facilities Agreement or the Trust Agreement; and
(iii) any lien or encumbrance created by action of the County.
Complete Conveyance. The assets included in the Purchased Assets constitute all of the material assets of TUCOWS used in carrying on the Shared Webhosting Business. The Purchased Assets include all rights, properties, interests, assets and agreements necessary to enable HOSTOPIA to carry on the Shared Webhosting Business in the same manner and to the same extent as it has been carried on by TUCOWS prior to the date hereof.
Complete Conveyance. At the closing of any purchase or other conveyance of all of the 2013 Facilities pursuant to Section 9.1 (a) of this Purchase and Use Agreement, or at the conclusion of the term hereof by the payment of all amounts due hereunder, the Corporation and the Trustee shall execute and deliver to the School District all necessary documents assigning, transferring and conveying all interest to the 2013 Facilities by an instrument terminating the Base Lease and this Purchase and Use Agreement and quit claim or special warranty deed, as the case may be, in the form as mutually agreed to by the Trustee, the Corporation and the School District, subject to the following:
(i) Permitted Encumbrances, other than this Purchase and Use Agreement and the 2013 Trust Agreement;
(ii) all liens, encumbrances and restrictions created or suffered to exist by the Corporation and the Trustee as required or permitted by this Purchase and Use Agreement or the 2013 Trust Agreement or arising as a result of any action taken or permitted to be taken by the Corporation or the Trustee as required or permitted by this Purchase and Use Agreement or the 2013 Trust Agreement; and
(iii) any lien or encumbrance created by action or inaction of or consented to by the School District.
Complete Conveyance. The assets included in the Purchased Assets, together with the Xenova IP, constitute all or substantially all of the assets used in carrying on the Business.
(i) There are no liens for taxes upon the Assets, except for statutory liens for current taxes not yet due.
(ii) The Vendor is registered under Part IX of the Excise Tax Act (Canada) with registration number 86779 7454 RT0001.
(iii) The Vendor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).
Complete Conveyance. At the closing of any purchase or other conveyance of all of the New Facilities and the New Facilities Real Property pursuant to Section 9.1(a) of this Facilities Agreement, or at the conclusion of the term hereof by the payment of all amounts due hereunder, the Corporation and the Lender shall execute and deliver to the City all necessary documents assigning, transferring, and conveying all interest to the New Facilities (including any additions or improvements to the New Facilities or New Facilities Real Property) by an instrument terminating the Base Lease and this Facilities Agreement and by quit claim or special warranty deed, as the case may be, in the form as mutually agreed to by the Lender, the Corporation, and the City subject only to the following:
(i) Permitted Encumbrances, other than this Facilities Agreement and the Note Agreement;
(ii) All liens, encumbrances, and restrictions created or suffered to exist by the City, the Corporation and the Lender as required or permitted by this Facilities Agreement or the Note Agreement, or arising as a result of any action taken or permitted to be taken by the Corporation or the Lender as required or permitted by this Facilities Agreement or the Note Agreement; and
(iii) Any lien or encumbrance created by action of the City. The Corporation agrees to immediately cancel all leases, management contracts, and similar encumbrances on the New Facilities and New Facilities Real Property upon the payment in full of the Note, except for encumbrances that do not significantly interfere with the enjoyment of the New Facilities or the New Facilities Real Property, such as easements to utility companies.
Complete Conveyance. At the closing of any purchase or other conveyance of all of the Project Facilities and the Real Property pursuant to Section 9.2(a) of this Facilities Agreement, or at the termination hereof by the payment of all amounts due hereunder, the Corporation and the Purchaser by an instrument terminating the Base Lease and this Facilities Agreement and by quit claim or special warranty deed, as the case may be, in the form as mutually agreed to by the Purchaser, the Corporation and the City shall execute and deliver to the City all necessary documents assigning, transferring, conveying and relinquishing all interest to the Project Facilities and the Real Property, subject to the following:
(i) Permitted Encumbrances, other than this Facilities Agreement and the Indenture;
(ii) all liens, encumbrances and restrictions created or suffered to exist by the City, the Corporation and the Purchaser as required or permitted by this Facilities Agreement or the Indenture or arising as a result of any action taken or permitted to be taken by the City, the Corporation or the Purchaser as required or permitted by this Facilities Agreement or the Indenture; and
(iii) any lien or encumbrance created by action of the City.
