Common use of Deliveries by the Buyer Clause in Contracts

Deliveries by the Buyer. At the Closing Time, the Buyer shall deliver or cause to be delivered to the Seller (unless previously delivered) the following documents, agreements, instruments or items, in form and substance satisfactory to the Seller and its legal counsel, acting reasonably: (a) the Purchase Price in accordance with Sections 2.2.1 and 2.2.2; (b) a certificate dated as of the Closing Date from the Buyer in the agreed form: (i) to the effect that the articles and by-laws attached to the certificate are correct and complete copies of the articles and by-laws of the Buyer as in effect at the Closing Date; (ii) to the effect that the resolutions of the board of directors of the Buyer attached to the certificate approving this Agreement and authorising signature or execution of the same and of any documents required to be signed or executed by the Buyer under this Agreement is a correct and complete copy of the relevant resolutions; and (iii) attaching a copy of the signatures of the persons authorised to sign this Agreement and/or any of the documents contemplated herein on behalf of the Buyer and certifying the genuineness of such signatures; (c) letter from Equity Transfer Services Inc. dated the Closing Date confirming number of Glencairn Shares outstanding as at the Closing Date; (d) evidence in form satisfactory to the Seller, acting reasonably, that all actions required to be taken by the Buyer prior to the Closing pursuant to Section 5.3 have been taken and all consents, approvals, Orders and authorizations required to be obtained by the Buyer for the Closing pursuant to Section 4.2.2 have been obtained; (e) a certificate dated as of the Closing Date and signed on behalf of the Buyer in the agreed form to the effect that the representations and warranties of the Buyer contained in the Agreement and the Closing Documents are true and correct in all respects as of the Closing Date (except to the extent that such representations and warranties may be affected by events or transactions expressly permitted in this Agreement or the La Libertad Share Purchase Agreement dated the date hereof among the Parties) and that the Buyer has performed all of its covenants and agreements to be performed by it under the Agreement on or before the Closing Date as required by Section 4.2.1(c); (f) the assignment and assumption agreement contemplated under Section 5.8; (g) a legal opinion of counsel to the Buyer pertaining to corporate and enforceability matters in respect of the Buyer and securities law matters under the laws of the Province of Ontario in respect of the issuance of the Closing Date Shares and the first trade of such shares, in form and substance reasonably satisfactory to the Seller and its counsel; (h) the Nomination Rights Agreement and the Equity Participation Agreement, duly executed by the Buyer; and (i) such other conveyances, transfers, approvals, documents, instruments or certificates dated as of the Closing Date as would be usual in the completing transactions of the nature contemplated by this Agreement or as are, in the opinion of counsel for the Seller, reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

Deliveries by the Buyer. At the Closing TimeClosing, the Buyer shall deliver or cause to be delivered to the Seller (unless previously delivered) Seller, or to such other person or persons as required by this Agreement, the following documents, agreements, instruments or items, in form and substance satisfactory to the Seller and its legal counsel, acting reasonablyfollowing: (a) the Purchase Price in accordance with Sections 2.2.1 and 2.2.2the manner provided under Section 2.1(a) hereof; (b) a General Assignment and Xxxx of Sale in a form' reasonably acceptable to the parties (the "Xxxx of Sale"); (c) an Assignment and Assumption Agreement in a form reasonably acceptable to the parties (the "Assignment Agreement"); (d) certificate dated as of the Closing Date from the Buyer in the agreed form: (i) to the effect that the articles and by-laws attached to the certificate are correct and complete copies of the articles and by-laws Secretary of the Buyer as in effect at showing the Closing Date; (ii) to the effect that the resolutions signatures of the board of directors those officers of the Buyer attached to the certificate approving this Agreement and authorising signature or execution of the same and of any documents required to be signed or executed by the Buyer under this Agreement is a correct and complete copy of the relevant resolutions; and (iii) attaching a copy of the signatures of the persons authorised authorized to sign this Agreement and/or any of the documents contemplated and other agreements and instruments provided for herein on behalf of the Buyer and certifying that said signatures are the genuineness signatures of such signatures; (c) letter from Equity Transfer Services Inc. dated the Closing Date confirming number of Glencairn Shares outstanding as at the Closing Date; (d) evidence in form satisfactory to the Seller, acting reasonably, that all actions required to be taken by the Buyer prior to the Closing pursuant to Section 5.3 have been taken and all consents, approvals, Orders and authorizations required to be obtained by the Buyer for the Closing pursuant to Section 4.2.2 have been obtainedsaid authorized officers; (e) a certificate certificate, dated as of the Closing Date and signed on behalf Date, executed by a duly authorized officer of the Buyer in the agreed form to the effect Buyer, certifying that (i) all of the representations and warranties of made by the Buyer contained in the under this Agreement and the Closing Documents Schedules hereto and under all other documents given or delivered by the Buyer pursuant hereto are accurate, true and correct in complete, and (ii) all respects of the covenants, obligations and conditions to be performed as of the Closing Date (except to on the extent that such representations and warranties may be affected by events or transactions expressly permitted in this Agreement or the La Libertad Share Purchase Agreement dated the date hereof among the Parties) and that the Buyer has performed all of its covenants and agreements to be performed by it under the Agreement on or before the Closing Date as required by Section 4.2.1(c)Buyer's part have been duly performed; (f) a certificate of Good Standing of the assignment and assumption agreement contemplated under Section 5.8;Buyer issued by the appropriate authority in Maryland as of a date recently preceding the Closing Date; and (g) a legal opinion of counsel all other documents reasonably necessary or appropriate to effectuate the Buyer pertaining to corporate purchase and enforceability matters in respect sale of the Buyer Assets and securities law matters under the laws assumption of the Province of Ontario in respect of the issuance of the Closing Date Shares and the first trade of such shares, in form and substance reasonably satisfactory to the Seller and its counsel; (h) the Nomination Rights Agreement and the Equity Participation Agreement, duly executed by the Buyer; and (i) such other conveyances, transfers, approvals, documents, instruments or certificates dated Assumed Liabilities as of the Closing Date as would be usual in the completing transactions of the nature contemplated by this Agreement or as are, in the opinion of counsel for the Seller, reasonably necessary or desirable to consummate the transactions contemplated by this AgreementDate.

Deliveries by the Buyer. At or prior to the Closing TimeClosing, the Buyer shall deliver or cause to be delivered to the Seller (unless previously delivered) the following documents, agreements, instruments or items, in form and substance satisfactory to Teligent (on behalf of the Seller and its legal counsel, acting reasonably:Sellers): (a) an amount of cash equal to the Purchase Price in accordance with Sections 2.2.1 and 2.2.2Cash Consideration less the Actual DIP Financing Amount by wire transfer of immediately-available U.S. funds to such account or accounts specified by Teligent; (b) a certificate dated as of the Closing Date from stock certificates representing the Buyer in the agreed form: (i) to the effect that the articles and by-laws attached to the certificate are correct and complete copies of the articles and by-laws of the Buyer as in effect at the Closing Date; (ii) to the effect that the resolutions of the board of directors of the Buyer attached to the certificate approving this Agreement and authorising signature or execution of the same and of any documents required to be signed or executed by the Buyer under this Agreement is a correct and complete copy of the relevant resolutions; and (iii) attaching a copy of the signatures of the persons authorised to sign this Agreement and/or any of the documents contemplated herein on behalf of the Buyer and certifying the genuineness of such signaturesStock Consideration; (c) letter from Equity Transfer Services Inc. dated certified copies of the Closing Date confirming number Certificate of Glencairn Shares outstanding Incorporation and the Bylaws of the Buyer and each of the Designated Buyer Subsidiaries, each as at in effect as of the Closing DateClosing; (d) evidence in form satisfactory to certified copies of the Seller, acting reasonably, that all actions required to be taken resolutions duly adopted by the Buyer prior to Buyer's board of directors authorizing the Closing pursuant to Section 5.3 have been taken execution, delivery and all consentsperformance of this Agreement and each of the other transactions contemplated hereby, approvals, Orders including the issuance and authorizations required to be obtained by delivery of the Buyer for the Closing pursuant to Section 4.2.2 have been obtainedStock Consideration hereunder; (e) a certificate dated as the Instrument of the Closing Date Assignment and signed on behalf of the Buyer in the agreed form Assumption with respect to the effect that Assumed Obligations and Assumed Agreements, duly executed by the representations and warranties of the Buyer contained in the Agreement and the Closing Documents are true and correct in all respects as of the Closing Date (except to the extent that such representations and warranties may be affected by events or transactions expressly permitted in this Agreement or the La Libertad Share Purchase Agreement dated the date hereof among the Parties) and that the Buyer has performed all of its covenants and agreements to be performed by it under the Agreement on or before the Closing Date as required by Section 4.2.1(c)Buyer; (f) the assignment and assumption agreement certificate contemplated under by Section 5.88.3(b); (g) a legal all such other instruments of assumption as shall, in the reasonable opinion of counsel to the Buyer pertaining to corporate and enforceability matters in respect of the Buyer and securities law matters under the laws of the Province of Ontario in respect of the issuance of the Closing Date Shares and the first trade of such shares, in form and substance reasonably satisfactory to the Seller Teligent and its counsel;, be necessary for the Buyer to assume the Assumed Obligations in accordance with this Agreement; and (h) the Nomination Rights Agreement and the Equity Participation Agreement, duly executed by the Buyer; and (i) such other conveyances, transfers, approvalsagreements, documents, instruments and writings as are required to be delivered by the Buyer at or certificates dated as of prior to the Closing Date as pursuant to this Agreement, except where the failure to deliver such agreements, documents, instruments and writings would be usual in not materially affect the completing transactions of the nature contemplated by this Agreement or as are, in the opinion of counsel for the Seller, reasonably necessary or desirable Buyer's ability to consummate the transactions contemplated by this Agreementhereby (a "Buyer Material Adverse Effect").

Deliveries by the Buyer. At the Closing TimeClosing, the Buyer shall deliver or cause to be delivered to the Seller (unless previously delivered) Sellers the following documents, agreements, instruments or items, in form and substance satisfactory to the Seller and its legal counsel, acting reasonablyfollowing: (a) the Purchase Price The cash and promissory note identified in accordance with Sections 2.2.1 and 2.2.2Section 1.2(b) hereof; (b) a A certificate dated of the secretary or assistant secretary of the Buyer stating that all requisite corporate actions necessary for consummation of the transaction contemplated by this Agreement have been taken by Buyer; (c) Copies of articles of incorporation of Buyer, certified as of a recent date by the Closing Date from the Buyer in the agreed form: (i) to the effect that the articles Secretary of State of Missouri, and by-laws attached to the certificate are a true and correct and complete copies copy of the articles and by-laws of the Buyer Buyer, as in effect on the date hereof and at all times thereafter to and including the Closing Date; (ii) to , certified as such by the effect that the resolutions secretary or assistant secretary of the board of directors of the Buyer attached to the certificate approving this Agreement and authorising signature or execution of the same and of any documents required to be signed or executed by the Buyer under this Agreement is a correct and complete copy of the relevant resolutions; and (iii) attaching a copy of the signatures of the persons authorised to sign this Agreement and/or any of the documents contemplated herein on behalf of the Buyer and certifying the genuineness of such signatures; (c) letter from Equity Transfer Services Inc. dated the Closing Date confirming number of Glencairn Shares outstanding as at the Closing DateBuyer; (d) evidence in form satisfactory to the Seller, acting reasonably, that all actions required to be taken by the Buyer prior to the Closing pursuant to Section 5.3 have been taken and all consents, approvals, Orders and authorizations required to be obtained by the Buyer for the Closing pursuant to Section 4.2.2 have been obtained; (e) a A certificate dated as of the Closing Date and signed on behalf of the Buyer in the agreed form to the effect certifying that the all representations and warranties of the Buyer contained in the Agreement and the Closing Documents herein are true and correct in accurate, that all respects as of the Closing Date (except to the extent that such representations and warranties may be affected by events or transactions expressly permitted in this Agreement or the La Libertad Share Purchase Agreement dated the date hereof among the Parties) and that the Buyer has performed all of its covenants and agreements to be performed by it under the Agreement on or before Buyer have been performed, that all conditions precedent to Closing have been performed, and that all other documents, instruments, payments and writings required to be delivered by the Buyer to the Sellers at the Closing Date as pursuant to this Agreement or otherwise required or reasonably requested in connection herewith have been delivered; (e) A written acknowledgement of receipt of the certificates purchased by Section 4.2.1(c)the Buyer hereunder; (f) the assignment and assumption agreement contemplated under The opinion of Buyer's counsel referred to in Section 5.87.2(f) hereof; (g) a legal opinion An unconditional agreement of counsel Buyer to effect the Buyer pertaining to corporate and enforceability matters in respect release of Ms. Allison from the Buyer and securities law matters under guaranties set forth on Schedule 5.8(c) upox xxxxxxxxxx xx the laws of the Province of Ontario in respect of the issuance of the Closing Date Shares and the first trade of such shares, in form and substance reasonably satisfactory to the Seller and its counsel;Closing; and (h) the Nomination Rights Agreement All other documents, instruments, payments and the Equity Participation Agreement, duly executed writings required to be delivered by the Buyer; and (i) such other conveyances, transfers, approvals, documents, instruments or certificates dated as of Buyer to the Sellers at the Closing Date as would be usual in the completing transactions of the nature contemplated by pursuant to this Agreement or as are, otherwise required or reasonably required in the opinion of counsel for the Seller, reasonably necessary or desirable to consummate the transactions contemplated by this Agreementconnection herewith.

Deliveries by the Buyer. At the Closing TimeClosing, the Buyer shall deliver or cause to be delivered to the Seller (unless previously delivered) Shareholder Representatives the following documents, agreements, instruments or items, in form and substance satisfactory to the Seller and its legal counsel, acting reasonablyfollowing: (a) the Purchase Price Transaction Consideration payable as set forth in accordance with Sections 2.2.1 and 2.2.2Section 2.2; (b) a certificate dated as of the Closing Date from the Buyer in the agreed form: (i) to the effect that the articles and by-laws attached to the certificate are correct and complete copies of the articles and by-laws of the Buyer as in effect at the Closing Date; (ii) to the effect that the resolutions of the board of directors of the Buyer attached to the certificate approving this Agreement and authorising signature or execution of the same and of any documents required to be signed or executed by the Buyer under this Agreement is a correct and complete copy of the relevant resolutions; and (iii) attaching a copy of the signatures of the persons authorised to sign this Agreement and/or any of the documents contemplated herein on behalf of the Buyer and certifying the genuineness of such signatures; (c) letter from Equity Transfer Services Inc. dated the Closing Date confirming number of Glencairn Shares outstanding as at the Closing Date; (d) evidence in form satisfactory to the Seller, acting reasonably, that all actions required to be taken by the Buyer prior to the Closing pursuant to Section 5.3 have been taken and all consents, approvals, Orders and authorizations required to be obtained by the Buyer for the Closing pursuant to Section 4.2.2 have been obtained; (e) a certificate dated as of the Closing Date and signed on behalf of the Buyer in the agreed form to the effect that the representations and warranties of the Buyer contained in the Agreement and the Closing Documents are true and correct in all respects as of the Closing Date (except to the extent that such representations and warranties may be affected by events or transactions expressly permitted in this Agreement or the La Libertad Share Purchase Agreement dated the date hereof among the Parties) and that the Buyer has performed all of its covenants and agreements to be performed by it under the Agreement on or before the Closing Date as required by Section 4.2.1(c); (f) the assignment and assumption agreement contemplated under Section 5.8; (g) a legal opinion of counsel to the Buyer pertaining to corporate and enforceability matters in respect of the Buyer and securities law matters under the laws of the Province of Ontario in respect of the issuance of the Closing Date Shares and the first trade of such shares, in form and substance reasonably satisfactory to the Seller and its counsel; (h) the Nomination Rights Agreement and the Equity Participation Escrow Agreement, duly executed by the Buyer; (c) the Employment Agreements, duly executed by the Buyer or an Affiliate of Buyer if Buyer is not the contracting party; (d) an acknowledgement of the acceptance the resignations of the directors and officers the Company and the Seller Nominee Directors of Trinity India; (e) a certificate, in a form reasonably satisfactory to the Shareholder Representatives, stating that (a) to the Knowledge of the Buyer, the Buyer has performed and complied with all the covenants and agreements required to be performed by the Buyer under this Agreement on or prior to Closing, and (b) to the Knowledge of the Buyer, each of the representations and warranties set forth in Article 6 hereof are true and correct at and as of the Closing Date; and (f) share certificates to the concerned Sellers representing the number of WNS Shares that are set forth against their name on Schedule 2.2(b) other than the Escrow Shares; (g) a consent/waiver of pre-emption rights under Section 14.5 of the Investment Agreement for the issuance the WNS Shares to the Sellers signed by the requisite parties who are necessary to effect the consent/waiver; (h) a certificate from a duly authorized officer of the Company attaching certified true copies of (i) the Investment Agreement, as amended with all deeds of adherence, (ii) the charter documents of the Buyer and certifying that they are correct and complete copies of such documents effective immediately prior to the Closing, without any modification, amendment or change in any manner whatsoever and, (iii) any board or shareholder consents required for entry into and performances by the Buyer of this Agreement and each of the Ancillary Agreements; and (i) such other conveyances, transfers, approvals, documents, documents and instruments or certificates dated as of the Closing Date Sellers shall reasonably request as would be usual in the completing transactions of the nature contemplated by this Agreement or as are, in the opinion of counsel for the Seller, being reasonably necessary or desirable to consummate effect the transactions contemplated by this AgreementClosing.

Deliveries by the Buyer. At the Closing Time, the The Buyer shall deliver or cause to be delivered to the Seller (unless previously delivered) Company or the following documentsPayment Agent, agreementsor to such other persons as are entitled to such deliveries under this Agreement, instruments or itemsas applicable, in form and substance satisfactory to the Seller and its legal counsel, acting reasonably: (a) the Purchase Price in accordance with Sections 2.2.1 and 2.2.2; (b) a certificate dated as of at the Closing Date from the Buyer in the agreed formfollowing: (i) to the effect that the articles and by-laws attached to the certificate are correct and complete copies delivery of the articles and by-laws Payment Fund in accordance with the provisions of the Buyer as in effect at the Closing DateArticle II; (ii) to the effect that the resolutions payment of the board Option/SAR Amounts to each Option/SAR Holder contemplated by Section 2.4, upon delivery by such Option/SAR Holder of directors of the Buyer attached to the certificate approving this Agreement and authorising signature such holder's Stock Option or execution of the same and of any documents required to be signed or executed by the Buyer under this Agreement is a correct and complete copy of the relevant resolutions; andSAR for cancellation; (iii) attaching a copy of the signatures of the persons authorised to sign this Agreement and/or any of the documents contemplated herein on behalf of the Buyer and certifying the genuineness of such signatures; (c) letter from Equity Transfer Services Inc. dated the Closing Date confirming number of Glencairn Shares outstanding as at the Closing Date; (d) evidence in form satisfactory to the Sellercertificate, acting reasonably, that all actions required to be taken by the Buyer prior to the Closing pursuant to Section 5.3 have been taken and all consents, approvals, Orders and authorizations required to be obtained by the Buyer for the Closing pursuant to Section 4.2.2 have been obtained; (e) a certificate dated as of the Closing Date and signed executed by a President or a Vice-President of the Buyer, on behalf of the Buyer in the agreed form Buyer, to the effect that that: (A) each of the representations and warranties of the Buyer contained in the Agreement and the Closing Documents are made under Article V hereof is true and correct in all material respects (except that where any statement in a representation or warranty is qualified by a standard of materiality, such statement, as so qualified, shall not be untrue in any respect) on the Closing Date as though such representations and warranties were made on such date and (B) the Buyer has performed and complied in all material respects (except that where any statement in a covenant is qualified by a standard of materiality, such statement, as so qualified, shall have been complied with in all respects) with all covenants and obligations under this Agreement which are to be performed or complied with by it on or prior to the Closing Date; (iv) the written opinion of Xxxxxxxx & Xxxxx, special counsel for the Buyer, dated the Closing Date, in a form reasonably satisfactory to the Company's counsel; (v) a copy, certified as of the Closing Date (except to by a proper officer of the extent that such representations Buyer, of the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and warranties may be affected by events or transactions expressly permitted in performance of this Agreement or by the La Libertad Share Purchase Agreement dated the date hereof among the Parties) and that the Buyer has performed all of its covenants and agreements to be performed by it under the Agreement on or before the Closing Date as required by Section 4.2.1(c)Buyer; (fvi) executed counterparts of each of the assignment and assumption agreement contemplated under agreements specified in Section 5.8; (g3.2(a)(viii) a legal opinion of counsel above to which the Buyer pertaining to corporate and enforceability matters in respect of the Buyer and securities law matters under the laws of the Province of Ontario in respect of the issuance of the Closing Date Shares and the first trade of such shares, in form and substance reasonably satisfactory to the Seller and its counsel; (h) the Nomination Rights Agreement and the Equity Participation Agreement, duly executed by the Buyeris a party; and (ivii) such other conveyances, transfers, approvals, documents, instruments or duly executed documents and certificates dated as of may be reasonably requested by the Closing Date as would be usual in the completing transactions of the nature contemplated by this Agreement or as are, in the opinion of counsel for the Seller, reasonably necessary or desirable to consummate the transactions contemplated by this AgreementCompany.

Deliveries by the Buyer. At the Closing TimeClosing, the Buyer shall deliver or cause to be delivered to the Seller (unless previously delivered) the following documents, agreements, instruments or items, in form and substance satisfactory to the Seller and its legal counsel, acting reasonably: (a) the Purchase Price in accordance with Sections 2.2.1 and 2.2.2; (b) a certificate dated as of the Closing Date from the Buyer in the agreed formfollowing: (i) funds in an amount equal to the effect that the articles and by-laws attached Proceeds, delivered via wire transfer of immediately available funds to the certificate are correct and complete copies of escrow account designated by the articles and by-laws of the Buyer as in effect at the Closing DateEscrow Agent; (ii) if the Initial Deposit shall not have been previously released to the effect that Seller on the resolutions Deposit Date pursuant to Section 2.4(a)(i), funds in an amount equal to the Initial Deposit, delivered via wire transfer of immediately available funds to an escrow account designated by the Escrow Agent; (iii) the Assumption Agreement in the form of Exhibit E annexed hereto (the "Assumption Agreement"), dated the Closing Date, and all other instruments of assumption and other documents reasonably requested by the Seller to confirm the Buyer's obligation to duly assume and timely pay, perform and discharge the Assumed Liabilities; (iv) a certified copy of the minutes of a meeting of the board of directors of the Buyer attached approving the transactions contemplated herein and resolving to the certificate approving enter into this Agreement and authorising signature or execution of the same Ancillary Agreements and of any documents required to be signed or perform its obligations hereunder and thereunder; (v) the Claims Processing Expense Payment Agreement duly executed by the Buyer under this Agreement is a correct and complete copy of the relevant resolutions; and (iii) attaching a copy of the signatures of the persons authorised to sign this Agreement and/or any of the documents contemplated herein on behalf of the Buyer and certifying the genuineness of such signaturesService Company; (cvi) letter from Equity Transfer Services Inc. dated the Closing Date confirming number of Glencairn Shares outstanding as at Restrictive Covenant Agreement(s) duly executed by the Closing DateBuyer; (d) evidence in form satisfactory to the Seller, acting reasonably, that all actions required to be taken by the Buyer prior to the Closing pursuant to Section 5.3 have been taken and all consents, approvals, Orders and authorizations required to be obtained by the Buyer for the Closing pursuant to Section 4.2.2 have been obtained; (e) a certificate dated as of the Closing Date and signed on behalf of the Buyer in the agreed form to the effect that the representations and warranties of the Buyer contained in the Agreement and the Closing Documents are true and correct in all respects as of the Closing Date (except to the extent that such representations and warranties may be affected by events or transactions expressly permitted in this Agreement or the La Libertad Share Purchase Agreement dated the date hereof among the Parties) and that the Buyer has performed all of its covenants and agreements to be performed by it under the Agreement on or before the Closing Date as required by Section 4.2.1(c); (fvii) the assignment and assumption agreement contemplated under Section 5.8; (g) a legal opinion of counsel to the Buyer pertaining to corporate and enforceability matters in respect of the Buyer and securities law matters under the laws of the Province of Ontario in respect of the issuance of the Closing Date Shares and the first trade of such shares, in form and substance reasonably satisfactory to the Seller and its counsel; (h) the Nomination Rights Transition Services Agreement and the Equity Participation Agreement, duly executed by the Buyer; and (iviii) such other conveyances, transfers, approvals, documents, instruments or certificates dated documents as Seller may reasonably request for the purpose of facilitating the consummation of the Closing Date as would be usual in the completing transactions of the nature contemplated by this Agreement or as are, in the opinion of counsel for the Seller, reasonably necessary or desirable to consummate the transactions contemplated by this AgreementAcquisition.

Deliveries by the Buyer. At the Closing TimeClosing, the Buyer shall deliver or cause to be delivered to the Seller (unless previously delivered) the following documents, agreements, instruments or items, in form and substance satisfactory to the Seller and its legal counsel, acting reasonably: (a) the Purchase Price in accordance with Sections 2.2.1 and 2.2.2; (b) a certificate dated as of the Closing Date from the Buyer in the agreed formfollowing: (i) A stock certificate for fifteen hundred (1,500) shares of Buyer's convertible Preferred Stock having a stated value of one thousand dollars ($1,000) per share in a form substantially similar to the effect that the articles and by-laws attached to the certificate are correct and complete copies of the articles and by-laws of the Buyer hereto as in effect at the Closing DateExhibit G; (ii) A Warrant to purchase 247,934 shares of Buyer's Common Stock in a form substantially similar to that attached hereto as Exhibit G; (iii) A duly and properly executed Assignment and Assumption of Contracts, in the form attached hereto is Exhibit E; (iv) A certificate of the President of Buyer to the effect that the resolutions of the board of directors of the Buyer attached to the certificate approving this Agreement and authorising signature or execution of the same and of any documents required to be signed or executed by the Buyer under this Agreement is a correct and complete copy of the relevant resolutions; and (iii1) attaching a copy of the signatures of the persons authorised to sign this Agreement and/or any of the documents contemplated herein on behalf of the Buyer and certifying the genuineness of such signatures; (c) letter from Equity Transfer Services Inc. dated the Closing Date confirming number of Glencairn Shares outstanding as at the Closing Date; (d) evidence in form satisfactory to the Seller, acting reasonably, that all actions required to be taken by the Buyer prior to the Closing pursuant to Section 5.3 have been taken and all consents, approvals, Orders and authorizations required to be obtained by the Buyer for the Closing pursuant to Section 4.2.2 have been obtained; (e) a certificate dated as of the Closing Date and signed on behalf of the Buyer in the agreed form to the effect that the representations and warranties of the Buyer contained in the Agreement herein were true and the Closing Documents correct when made and are true and correct in all respects at and as of the Closing Date Date, and (except to the extent that such representations and warranties may be affected by events or transactions expressly permitted in this Agreement or the La Libertad Share Purchase Agreement dated the date hereof among the Parties2) and that the Buyer has performed all of its obligations and complied with all covenants and agreements or will comply with such covenants required by this Agreement to be performed or complied with by it under the Agreement Buyer on or before prior to the Closing Date as required by Section 4.2.1(c)Date; (fv) A duly and properly executed Stock Purchase Agreement, Certificate of Designations, Registration Rights Agreement for the assignment Preferred Stock and assumption agreement contemplated under Section 5.8; (g) a legal opinion of counsel to the Buyer pertaining to corporate and enforceability matters in respect of the Buyer and securities law matters under the laws of the Province of Ontario in respect of the issuance of the Closing Date Shares and the first trade of such sharesWarrants, in form the forms attached hereto as Exhibit H, and substance reasonably satisfactory to the Seller and its counsel; (h) the Nomination Rights Agreement and the Equity Participation Agreement, duly executed by the Buyerall documents associated therewith; and (ivi) such other conveyances, transfers, approvals, documents, instruments or certificates dated as An opinion of the Closing Date as would be usual Buyer's counsel in the completing transactions of the nature contemplated by this Agreement or form attached hereto as areExhibit I, in and the opinion of Buyer's counsel for required by the Seller, reasonably necessary or desirable to consummate Stock Purchase Agreement in the transactions contemplated by this Agreement.form attached hereto as Exhibit J.

Deliveries by the Buyer. At the Closing Time, the Buyer shall deliver or cause to be delivered to the Seller (unless previously delivered) the following documents, agreements, instruments or items, in form and substance satisfactory to the Seller and its legal counsel, acting reasonably: (a) the Purchase Price in accordance with Sections 2.2.1 and 2.2.2; (b) a certificate dated as of the Closing Date from the Buyer in the agreed form: (i) to the effect that the articles and by-laws attached to the certificate are correct and complete copies of the articles and by-laws of the Buyer as in effect at the Closing Date; (ii) to the effect that the resolutions of the board of directors of the Buyer attached to the certificate approving this Agreement and authorising signature or execution of the same and of any documents required to be signed or executed by the Buyer under this Agreement is a correct and complete copy of the relevant resolutions; and (iii) attaching a copy of the signatures of the persons authorised to sign this Agreement and/or any of the documents contemplated herein on behalf of the Buyer and certifying the genuineness of such signatures; (c) a letter from Equity Transfer Services Inc. dated the Closing Date confirming number of Glencairn Shares outstanding as at the Closing Date; (d) evidence in form satisfactory to the Seller, acting reasonably, that all actions required to be taken by the Buyer prior to the Closing pursuant to Section 5.3 have been taken and all consents, approvals, Orders and authorizations required to be obtained by the Buyer for the Closing pursuant to Section 4.2.2 have been obtained; (e) a certificate dated as of the Closing Date and signed on behalf of the Buyer in the agreed form to the effect that the representations and warranties of the Buyer contained in the Agreement and the Closing Documents are true and correct in all respects as of the Closing Date (except to the extent that such representations and warranties may be affected by events or transactions expressly permitted in by this Agreement or the La Libertad Share Purchase Agreement dated the date hereof among the PartiesAgreement) and that the Buyer has performed all of its covenants and agreements to be performed by it under the Agreement on or before the Closing Date as required by Section 4.2.1(c); (f) the assignment and assumption agreement contemplated under Section 5.8; (g) a legal opinion of counsel to the Buyer pertaining to corporate and enforceability matters in respect of the Buyer and securities law matters under the laws of the Province of Ontario in respect of the issuance of the Closing Date Shares and the first trade of such shares, in form and substance reasonably satisfactory to the Seller and its counsel; (hg) the Nomination Rights Agreement and the Equity Participation Agreement, duly executed by the Buyer; and (ih) such other conveyances, transfers, approvals, documents, instruments or certificates dated as of the Closing Date as would be usual in the completing transactions of the nature contemplated by this Agreement or as are, in the opinion of counsel for the Seller, reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.