Deliveries Into Escrow. (a) On or before the Closing Date, Seller, shall deposit the following items (collectively, the "Seller Delivery Items") into the Escrow:
(i) An estoppel certificate from each of the Subtenants whose Subleases are to be an Assumed Contract in the form last delivered by Seller to Purchaser prior to the execution of this Agreement.
(ii) Manager's Estoppel Certificate in the form last delivered by Seller to Purchaser prior to the execution of this Agreement.
(b) On or before the Closing Date, Purchaser shall deposit the following items (collectively, the "Purchaser Delivery Items") into Escrow:
(i) The Purchase Price, subject to and in accordance with the terms and conditions of Section 1.5.
(ii) One executed original of the Note.
(c) On or before the Closing Date, Seller and Purchaser shall deposit the following items (collectively, the "Joint Delivery Items") into the Escrow:
(i) Four fully executed originals of the Contract Assignment.
(ii) Four fully executed and notarized originals of the Lease Assignment.
(iii) Four fully executed originals of the Bill xx Sale. The Seller Delivery Items, the Purchaser Delivery Items and the Joint Delivery Items are referred to, collectively, as the "Delivery Items".
Deliveries Into Escrow. Conveying Party delivered into Escrow an originally executed Amendment to Option Agreement, in the form attached hereto and incorporated herein as Exhibit D, including a Quitclaim Deed for the release of Parcel 26 in the form attached as Attachment 1 to the Option Agreement, a Memorandum of Option for Parcel 25 in the form attached as Attachment 2 to the Amendment to Option Agreement, and all other documents or instruments required by this Agreement or the Amendment to Option Agreement;
Deliveries Into Escrow. (a) Each party agrees to deliver all of the Closing Documents to be delivered in connection with the Closing into escrow to the following counsel:
(i) Closing Documents related to the Loan Agreement have been delivered to the Montreal office of Davies Ward Phillips & Vineberg LLP, counsel to Xxxxxx ("XXXX EXXXXX XXENT"); and
(ii) Closing Documents related to the Share Purchase Agreement and the repayment and acquisition, as applicable, of the CDP Interest (the "CDP ACQUISITION") have been delivered to Charette Nantel ("ACQUISITION ESCROW AGEXX"; xxxh of Loan Escrow Agent and Acquisition Escrow Agent is hereby referred to as an "ESCROW AGENT" and collectively as the "ESCROW AGENTS"). Each of the Parties shall promptly give Notice (as defined in paragraph (b) below) confirming each of (y) the delivery to the applicable Escrow Agent of all of such Party's Closing Documents, as contemplated herein, and any funds (the "ESCROW FUNDS") required to be delivered into the Escrow Accounts established pursuant to Section 1.1(c) below, and (z) the satisfaction of all of the conditions precedent to such Party's transactions (by way of non-exhaustive example, the conditions to funding under the Loan Agreement and the conditions to consummating the acquisition and share exchange contemplated in the Share Purchase Agreement), other than the steps set forth in Section 2.2 of this Agreement. The Parties hereby direct each Escrow Agent to hold such Closing Documents and the Escrow Funds in escrow subject to the terms of this Agreement, until such Closing Documents and Escrow Funds are released from escrow in accordance herewith. After the aforementioned Notice from all of the respective Parties as described in the first sentence of this paragraph, each Escrow Agent shall deliver a Notice that this Agreement has become binding upon all of the Parties, and thereafter the release of the Closing Documents and Escrow Funds will be subject to the requirements of this Agreement. On the CLOSING DATE (as described in Section 2.1(a)), which shall be no sooner than two Business Days after the later of the Notices delivered by the Escrow Agents, the transactions described in Section 2.2 shall be implemented. For purposes of the foregoing, a "BUSINESS DAY" is a day on which banks in Quebec are authorized to be closed or on which the Toronto Stock Exchange is closed for trading.
(b) Notices to be made under this Agreement shall be sufficient if made to the individuals set forth on Exhibit ...
Deliveries Into Escrow. On or before the Closing Date, Seller, shall deposit the following items (collectively, the "Seller Delivery Items") into the Escrow:
Deliveries Into Escrow. Purchaser and Seller shall ---------------------- deposit with Escrow Company all instruments, documents and monies necessary to complete the transaction in accordance with this Agreement. Prior to the Closing Date (or at such earlier time as provided herein or as may be mutually agreed upon), Seller and/or Purchaser shall deliver or cause to be delivered to escrow the following items, all of which shall be duly executed and acknowledged where appropriate:
Deliveries Into Escrow. On July 22, 2002, (i) Company shall have paid into escrow an amount equal to $8,143,310.04, representing the sums set forth in Sections VII(B) and (G) below to be held and released by the Escrow Agent pursuant to the terms of the Escrow Agreement; and (ii) the respective parties to the Restructure Documents shall have executed and delivered into escrow the documents set forth in Sections (C)(1), (D), (E) and (F) below to be held and released by the Escrow Agent pursuant to the terms of the Escrow Agreement.
Deliveries Into Escrow. 6 1.7 Seller's Conditions to Closing.............................................. 7 1.8 Purchaser's Conditions to Closing........................................... 7 1.9 Closing..................................................................... 9 1.10 Costs....................................................................... 10 1.11
Deliveries Into Escrow. Buyer shall have delivered and paid to Escrow Agent all other Buyer's Closing Documents and Payments required by Article 14.
Deliveries Into Escrow. No later than 11:00 A.M. on the business day prior to the Closing Deadline; (i) Buyer shall deliver to Escrow Holder, in certified funds or by wire transfer, all funds necessary to Close the Escrow in accordance with the terms of this Agreement; and (ii) Seller and Buyer shall also each deliver to Escrow Holder, all documents necessary on the part of each party to comply with this Agreement and as necessary for the Escrow Holder to close the Escrow in accordance with terms of this Agreement. These documents include, without limitation, the following documents:
(a) Deed. Seller will provide a duly executed and acknowledged deed (the "Deed") in recordable form conveying the Property to Buyer as set forth in Exhibit C. Seller shall execute and acknowledge a deed as provided herein and Seller shall deliver the Deed to the Escrow Holder before the Closing Deadline.
Deliveries Into Escrow. (a) In contemplation of the transactions contemplated by this Agreement, Sellers, Buyer and LinnLaw Corp., as escrow agent (“Escrow Agent”) have entered into that certain escrow agreement, dated as of July 3, 2012 (the “Escrow Agreement”).
(b) Upon execution and delivery of the Escrow Agreement by the Parties, Sellers will deliver, or cause to be delivered, into escrow (the “Escrow”) stock certificates (the “Certificates”) reflecting the Purchased Shares. The Purchased Shares shall be delivered along with such executed stock powers and instructions, in form acceptable to 2-Track’s stock transfer agent and Buyer’s counsel, as may be reasonably required to transfer such Purchased Shares to Buyer at the Closing (as defined below).
(c) Upon execution and delivery of the Escrow Agreement by the Parties and to the extent not already provided by Buyer, Buyer shall deliver, or cause to be delivered, into escrow the non-refundable amount of $25,000 (the “Deposit”) in immediately available funds.
(d) The Deposit and the Certificates (along with the corresponding stock powers) shall be released as set forth in the Escrow Agreement.
