Common use of Deliveries by Purchaser at Closing Clause in Contracts

Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver to the Seller Parties: (a) the Closing Payment in accordance with Section 2.3(a) by wire transfer of immediately available funds to an account or accounts designated by Parent; (b) a certificate executed on behalf of Purchaser by the secretary or assistant secretary of Purchaser, dated the Closing Date, certifying and attaching (i) good standing certificates for Purchaser, dated no earlier than 15 days before the Closing Date, from its jurisdiction of incorporation, (ii) authorizing resolutions of Purchaser's board of directors associated with the approval of the transactions contemplated hereby and (iii) specimen signatures of the officers of Purchaser authorized to execute the agreements and documents contemplated hereby, on behalf of Purchaser; (c) a certificate, dated as of the Closing Date, executed on behalf of Purchaser by an authorized executive officer of Purchaser, certifying that the conditions specified in Section 3.3(a) and Section 3.3(b) have been fulfilled; (d) the Assignment and Assumption Agreements, duly executed by Purchaser; and (e) a Transition Services Agreement, dated the Closing Date, and duly executed by Purchaser. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Knowing that Purchaser is relying thereon, Parent and the Subsidiaries, jointly and severally, represent and warrant to Purchaser, except as otherwise set forth in writing in the disclosure letter supplied by the Seller Parties to Purchaser dated as of the date hereof which disclosure letter shall provide an exception to or otherwise qualify the representations or warranties of Parent and the Subsidiaries (the "Seller Disclosure Letter"), as follows: 5.1

Deliveries by Purchaser at Closing. (a) At the Closing, Purchaser shall deliver execute, acknowledge and/or deliver, as applicable, the following to each Seller (except any Seller of a JV Interest) for such Seller's Property: (i) The Lease Assumption, assuming all of such Seller's obligations and liabilities under the relevant Leases including unapplied cash security deposits accounted for by such Seller. (ii) The Contract, License and Intangible Assignment, assuming all of such Seller's right, title and interest, if any, in and to the Seller Parties: (a) the Closing Payment in accordance with Section 2.3(a) by wire transfer of immediately available funds to an account or accounts designated by Parent; Contracts and other items described thereon for such Seller's Property. (b) At the Closing, Purchaser shall execute, acknowledge and/or deliver the Partnership Assignment to each Seller of a JV Interest. (c) At the Closing, Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to each Seller: (i) The Purchase Prices, subject to apportionments, credits and adjustments as provided in this Agreement. (ii) (A) copies of the certificate executed on behalf of incorporation and bylaws of Purchaser and of the resolution of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, certified as true and correct by the secretary Secretary or assistant secretary Assistant Secretary of Purchaser; (B) a good standing certificate issued by the state of incorporation of Purchaser, dated the Closing Date, certifying and attaching within thirty (i30) good standing certificates for Purchaser, dated no earlier than 15 days before the Closing Date, from its jurisdiction of incorporation, (ii) authorizing resolutions of Purchaser's board of directors associated with the approval of the transactions contemplated hereby and (iii) specimen signatures of the officers of Purchaser authorized to execute the agreements and documents contemplated hereby, on behalf of Purchaser; (c) a certificate, dated as of the Closing Date, executed on behalf of Purchaser by an authorized executive officer of Purchaser, certifying that the conditions specified in Section 3.3(a) and Section 3.3(b) have been fulfilled; (d) the Assignment and Assumption Agreements, duly executed by Purchaser; and (eC) a Transition Services Agreementan incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein. (iii) If applicable, dated duly completed and signed real estate transfer tax returns. (iv) Assumptions of the Closing Datemortgage loans being assumed, including such non-recourse carve-out, environmental and other indemnity agreements and guarantees required by the Mortgagee of the Property, pursuant to, and duly to the extent required by, the existing loan documents, including the Bond Documents, in form and substance reasonably satisfactory to Purchaser (Purchaser hereby agreeing that it will not object to any such agreement if it is in the same form as previously executed by Purchaser. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Knowing a Seller), it being understood that such indemnities will not be provided by any individual, or by any entity not affiliated with Purchaser and that Purchaser shall not be required to provide any personal guaranties or credit enhancements with respect to the sums borrowed. (v) All other documents Purchaser is relying thereon, Parent and required to deliver pursuant to the Subsidiaries, jointly and severally, represent and warrant to Purchaser, except as otherwise set forth in writing in the disclosure letter supplied by the Seller Parties to Purchaser dated as provisions of the date hereof which disclosure letter shall provide an exception to or otherwise qualify the representations or warranties of Parent and the Subsidiaries (the "Seller Disclosure Letter"), as follows: 5.1this Agreement.

Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver deliver, or cause to be delivered, to Seller (except as otherwise noted) the Seller Parties: following: (a) Six Million Four Hundred Thousand and 00/100 U.S. Dollars (US$6,400,000.00) of the Closing Payment in accordance with Section 2.3(a) by wire transfer of immediately available funds to an account or accounts designated by Parent; Purchase Price; (b) a To Escrow Agent, the Escrow Deposit; (c) The Note, in substantially the form of Exhibit I-1 hereto, duly executed by Purchaser, (d) The Security Agreement, in substantially the form of Exhibit I-2 hereto, duly executed by Purchaser; (e) The Intercreditor Agreement, in substantially the form of Exhibit I-3 hereto, duly executed by Purchaser and the holders of the Mezzanine Debt; (f) The Limited Guaranty, in substantially the form of Exhibit K hereto, duly executed by the Founders (g) The Lease Assignment Agreements, duly executed by Capitol C Restaurants (h) Lease amendment in respect of 1000 X Xxxxxx, duly executed by Capitol C Restaurants; (i) The Landlord Consents duly executed by Capitol C Restaurants; (j) A certificate executed on behalf of Purchaser by certifying as to (i) the secretary or assistant secretary articles of organization and operating agreement of Purchaser, dated the Closing Date, certifying and attaching (i) good standing certificates for Purchaser, dated no earlier than 15 days before the Closing Date, from its jurisdiction along with executed copies of incorporationeach, (ii) authorizing requisite limited liability company resolutions of Purchaser's board of directors associated with adopted to authorize this Agreement and the approval of the transactions contemplated hereby Related Agreements, and (iii) specimen signatures the incumbency and the authority of the officers of Purchaser authorized to execute persons executing this Agreement and the agreements Related Agreements, and documents contemplated herebyall other related transaction documents, instruments and certificates, on behalf of Purchaser; , substantially in the form of Exhibit E-2 attached hereto; (ck) a certificate, dated as A certificate of an officer of Purchaser certifying the satisfaction of the Closing Dateconditions of Sections 7.1 and 7.2 above, executed on behalf substantially in the form of Exhibit H attached hereto; (l) Good standing certificate in respect of Purchaser and all affiliates entering into any of the Assumed Real Property Leases or Franchise Agreements issued by an authorized executive officer the State of Purchaser, certifying that Delaware and the conditions specified in Section 3.3(aDistrict of Columbia; (m) and Section 3.3(b) have been fulfilled; (d) the Assignment and Assumption Agreements, Franchise Agreements duly executed by Purchaser; and Capitol C Restaurants; (en) a Transition Services Agreement, dated the Closing Date, and Area Development Agreement duly executed by Purchaser. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Knowing that Purchaser is relying thereon, Parent Holdings and the Subsidiaries, jointly development fees due thereunder; (o) Escrow Agreement duly executed by Purchaser and severally, represent and warrant to Purchaser, except as otherwise set forth in writing in the disclosure letter supplied Escrow Agent; (p) Any documents and/or other instruments reasonably required by the Landlords and necessary to effectuate the assignment by Seller Parties to and assumption by Purchaser dated as (or its affiliates) of the date hereof which disclosure letter shall provide an exception Assumed Real Property Lease, each duly executed by Purchaser (or its affiliates); and (q) Such other documents as are reasonably necessary in order to or otherwise qualify consummate the representations or warranties of Parent and the Subsidiaries (the "Seller Disclosure Letter"), as follows: 5.1transactions contemplated hereby.

Deliveries by Purchaser at Closing. (a) At the Closing, Purchaser shall deliver execute, acknowledge and/or deliver, as applicable, the following to Seller: (i) The Lease Assumption, assuming all of each Seller’s obligations and liabilities under the relevant Leases including unapplied cash security deposits accounted for by Seller. (ii) The Contract and Permit Assignment, assuming all of Seller’s right, title and interest, if any, in and to the Seller Parties: (a) the Closing Payment in accordance with Section 2.3(a) by wire transfer of immediately available funds to an account or accounts designated by Parent; Contracts and Permits. (b) a At the Closing, Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to Seller: (i) The Purchase Price, subject to apportionments, credits and adjustments as provided in this Agreement. (ii) (A) copies of the certificate executed on behalf of formation and operating agreement of Purchaser and of the consent of the members of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, certified as true and correct by an authorized representative of Purchaser; (B) a good standing certificate issued by the secretary or assistant secretary state of formation of Purchaser, dated the Closing Date, certifying and attaching within thirty (i30) good standing certificates for Purchaser, dated no earlier than 15 days before the Closing Date, from its jurisdiction of incorporation, (ii) authorizing resolutions of Purchaser's board of directors associated with the approval of the transactions contemplated hereby and (iii) specimen signatures of the officers of Purchaser authorized to execute the agreements and documents contemplated hereby, on behalf of Purchaser; (c) a certificate, dated as of the Closing Date, ; and (C) an incumbency certificate executed on behalf of Purchaser by an authorized executive officer representative of Purchaser, certifying that Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the conditions specified in Section 3.3(atransactions contemplated herein. (iii) and Section 3.3(b) have been fulfilled; (d) the Assignment and Assumption AgreementsIf applicable, duly executed by Purchaser; completed and signed real estate transfer tax returns. (eiv) a Transition Services Agreement, dated the Closing Date, and duly executed by Purchaser. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Knowing that A Settlement Statement. (v) All other documents Purchaser is relying thereon, Parent and required to deliver pursuant to the Subsidiaries, jointly and severally, represent and warrant provisions of this Agreement or that Seller reasonably requests in order to Purchaser, except as otherwise set forth in writing in effectuate the disclosure letter supplied by the Seller Parties to Purchaser dated as conveyance of the date hereof which disclosure letter shall provide an exception to or otherwise qualify the representations or warranties of Parent and the Subsidiaries (the "Property; provided, that any documents requested by Seller Disclosure Letter"), as follows: 5.1do not impose any additional obligations on Pxxxxxxxx.

Deliveries by Purchaser at Closing. At or before Closing Time, the Closing, Vendor and/or the Vendor’s Counsel shall have received from the Purchaser shall deliver to the Seller Parties: following: (a) certified true copies of the resolutions of the directors of the Purchaser evidencing the approval of this Agreement and all of the transactions of the Purchaser contemplated hereunder, including without limitation the Private Placement; (b) evidence of the TSXV Approval; (c) a share certificate representing the Initial Closing Payment Shares registered in the name of the Vendor; (d) certified cheque, bank draft or wire transfer representing the Initial Cash Consideration; (e) a certificate of Purchaser, duly executed by a senior officer of Purchaser, on behalf of Purchaser and not in such officer’s personal capacity, stating that, except as disclosed in such certificate, (i) the representations and warranties of Purchaser contained in this Agreement are true, accurate and complete in all material respects as at Closing Time, (ii) each of Purchaser’s covenants and obligations hereunder has been satisfied and performed, and (iii) each of the conditions for the benefit of Purchaser set forth in Section 8.1 has been satisfied or waived; (f) an executed copy of the Promissory Notes in a form acceptable to the Vendor, acting reasonably; (g) an executed copy of the Security Agreement in a form acceptable to the Vendor, acting reasonably; (h) documentation confirming that the Purchaser's Performance Bond in a form satisfactory to the Vendor, acting reasonably, has been delivered to the Ontario Ministry of Northern Development and Mines in accordance with Section 2.3(a) by wire transfer of immediately available funds to an account or accounts designated by Parent; (b) a certificate executed on behalf of Purchaser by the secretary or assistant secretary of Purchaser, dated the Closing Date, certifying and attaching 2.2(b); (i) an opinion of the Purchaser's Solicitors, in form satisfactory to Vendor, acting reasonably, with respect to: (i) the corporate good standing certificates for Purchaser, dated no earlier than 15 days before of the Closing Date, from its jurisdiction of incorporation, Purchaser under the British Columbia Business Corporations Act, (ii) authorizing resolutions of Purchaser's board of directors associated with the approval corporate power and corporate capacity of the transactions Purchaser to execute and deliver this Agreement, the Initial Closing Shares, the Promissory Notes, the Security Agreement and all agreements, instruments and documents contemplated hereby hereunder and to satisfy and perform its covenants and obligations hereunder and thereunder, (iii) specimen signatures the due authorization by the Purchaser of the officers execution and delivery of Purchaser authorized to execute this Agreement, the agreements Initial Closing Shares, the Promissory Notes, the Security Agreement and all agreements, instruments and documents contemplated herebyhereunder and the satisfaction and performance by the Purchaser of its covenants and obligations hereunder and thereunder, on behalf of Purchaser; and (civ) a certificatethis Agreement, dated as the Initial Closing Shares, the Promissory Notes, the Security Agreement and all agreements, instruments and documents delivered by the Purchaser pursuant hereto representing legal, valid and binding obligations of the Closing Date, executed on behalf of Purchaser by an authorized executive officer of Purchaser, certifying enforceable against the Purchaser in accordance with their respective terms, subject to usual exceptions and qualifications; and (j) such other materials that the conditions specified in Section 3.3(a) and Section 3.3(b) have been fulfilled; (d) the Assignment and Assumption Agreementsare, duly executed by Purchaser; and (e) a Transition Services Agreement, dated the Closing Date, and duly executed by Purchaser. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Knowing that Purchaser is relying thereon, Parent and the Subsidiaries, jointly and severally, represent and warrant to Purchaser, except as otherwise set forth in writing in the disclosure letter supplied opinion of the Vendor acting reasonably, required to be delivered by the Seller Parties Purchaser in order for it to Purchaser dated as of the date hereof which disclosure letter shall provide an exception to or otherwise qualify the representations or warranties of Parent and the Subsidiaries (the "Seller Disclosure Letter"), as follows: 5.1meet its obligations under this Agreement.