Deliveries on Closing. (a) On or before the Closing Date, the Vendor shall deliver to the Purchaser the following:
(i) A good and valid transfer of the Property from the Vendor in favour of the Purchaser, in register able form (except for any land transfer/mutation tax affidavits, if applicable);
(ii) The certificate referred to in section 9(f);
(iii) A Statement of Adjustments, which the Vendor shall deliver to the Purchaser at least five (5) Business Days prior to the Closing Date;
(iv) The Lease executed by the Vendor;
(v) The Assignment of Contracts and Warranties executed by the Vendor;
(vi) All master keys (and duplicate keys, if any), for all locks in the Building which are in the Vendor’s possession or in the possession of its property manager;
(vii) A xxxx of sale for the Movables, if applicable;
(viii) Original executed copies (to the extent available) of all the Contracts and the Leases as well as the tenant correspondence files and copies of all other Project Documents;
(ix) An undertaking to readjust all of the items contained in the Statement of Adjustments, if necessary;
(x) A notice to all Tenants and, where required, to the other parties to the Contracts, advising of the sale of the Property;
(xi) An assumption agreement in the form and as referred to in section 8(d)(iv) hereof;
(xii) The statutory declaration of the Vendor contemplated by section 14 hereof;
(xiii) intentionally deleted
(xiv) Originals of such documents as the Purchaser may reasonably require such as tenant files, warranties and contracts related to the Property, to the extent they are in the Vendor’s possession or control; and
(xv) Such further and other documentation relative to the completion of this transaction as may reasonably be required by the Purchaser and/or the Purchaser’s Solicitor.
(b) All documents to be executed and delivered by the Vendor to the Purchaser on Closing shall be in form and substance satisfactory to the respective solicitors for the Purchaser and the Vendor, both acting reasonably.
(c) On Closing, the Vendor will deliver to the Purchaser the Movables and vacant possession of the Property, subject to the rights of the Tenant- under his respective Lease-.
(d) On the Closing Date, the Purchaser shall deliver to the Vendor the following:
(i) A certified cheque or bank draft payable to the Vendor (or as the Vendor may in writing otherwise direct) in the amount of the balance of the Purchase Price in accordance with section 2(a)(ii);
(ii) The Lease executed by the Purchase...
Deliveries on Closing. If, after completion of the transaction of purchase and sale, the vendor will not own any Shares or other securities of the Corporation, the vendor shall deliver or cause its nominees to deliver, at the time of completion of the sale, a written resignation from all positions on the Board of Directors and from any offices and employment with the Corporation, as reasonably requested by the Corporation.
Deliveries on Closing. 7.1 On closing, the Vendor will deliver or cause to be delivered to the Purchaser on behalf of the Purchaser or their assigns all required documentation, as acceptable to the Purchaser, representing the Purchased Shares as registered in the name of the Vendor together with duly completed, executed and guaranteed Stock Power of Attorneys, or such other documentation as may be required and as acceptable to the Purchaser, in order to duly transfer the Purchased Shares to the Purchaser or its assigns.
Deliveries on Closing. On the Closing Date:
(a) Exchangeco will deliver to or to the direction of the Vendors certificates representing the Exchangeable Shares and Patch Preferred Share in accordance with Section 1.2 above;
(b) the Vendors will deliver to or to the direction of Exchangeco certificates representing their Purchased Shares duly signed off for transfer, together with all other documentation required to transfer title to their Purchased Shares to or to the direction of Exchangeco, provided that if there are no certificates representing the Purchased Shares, the Vendors shall each deliver to Exchangeco, or as directed by Exchangeco, an executed stock power of attorney or other document evidencing the transfer of the Purchased Shares from the Vendors to or to the direction of Exchangeco; and
(c) Patch, Exchangeco and the Trustee shall execute and deliver the Support Agreement; and Patch, Exchangeco, the Vendors and the Trustee shall execute and deliver the Exchange and Voting Trust Agreement.
Deliveries on Closing. On the Closing Date:
(a) Exchangeco will deliver to the Group B Vendors, or as directed by the Group B Vendors, certificates representing the Exchangeable Shares in accordance with section 2.2. above;
(b) Apta will deliver to the Group A Vendors, or as directed by the Group A Vendors, certificates representing the Apta Shares in accordance with section 2.2. above;
(c) the Group B Vendors will deliver to Exchangeco, or as directed by Exchangeco, certificates representing their Shares duly signed off for transfer, together with all other documentation required to transfer title to their Shares to or to the direction of Exchangeco, provided that if there are no certificates representing the Shares, the Depositary shall deliver to Exchangeco, or as directed by Exchangeco, an executed stock power of attorney or other document evidencing the transfer of the Shares from the Group B Vendors to or to the direction of Exchangeco;
(d) the Group A Vendors will deliver to Apta, or as directed by Apta, certificates representing their Shares duly signed off for transfer, together with all other documentation required to transfer title to their Shares to or to the direction of Apta, provided that if there are no certificates representing the Shares, the Depositary shall deliver to Exchangeco, or as directed by Exchangeco, an executed stock power of attorney or other document evidencing the transfer of the Shares from the Group A Vendors to or to the direction of Exchangeco;
(e) Apta, Exchangeco and Novascotiaco shall execute or deliver an executed Support Agreement;
(f) Apta, Exchangeco and the Voting Agent shall execute and deliver the Voting and Exchange Agency Agreement;
(g) Apta and the Principals shall deliver sequential resignations in writing of those of its current directors and officers who have been designated by the Vendors, and sequential appointments of the persons designated by the Depositary as new directors and officers of Apta;
(h) Apta and the Principals shall execute and deliver the Asset Sale Consulting Agreement;
(i) the Principals shall deliver to Apta an executed Principals' Guarantee;
(j) Apta shall deliver:
(i) its minute book, Constating Documents and general corporate records, including all minutes of shareholder and director meetings; (ii) a list of its shareholders as of the Closing Date prepared by its transfer agent including the latest "DTC" list from the Depository Trust Corporation and any other intermediary; (iii) filing receipt from the...
Deliveries on Closing. On the Closing Date:
(i) the Vendor shall:
1. deliver to the Purchaser a share certificate representing 34,500,000 common shares of the Company, duly recorded in the name of the Purchaser;
(ii) the Company and the Vendor shall deliver to the Purchaser the following:
1. the certificate of an officer or director of the Company contemplated in Article 4.1(iv) hereof;
2. a certified extract of a resolution of the directors of the Company approving the transfer of the Vendor's shares to the Purchaser;
Deliveries on Closing. On closing:
1. the Vendors and the Company shall deliver to the Purchaser:
(a) certificates representing the Shares duly endorsed in blank for transfer with the Vendor's respective signatures properly guaranteed or with a duly executed and guaranteed stock power of attorney;
(b) a certificate representing the Shares duly registered in the Purchaser's name and evidence that the Purchaser has been registered as the sole shareholder of the Company;
(c) opinion of counsel to the Company in form and substance satisfactory to the Purchaser;
(d) the Vendors' Investment Representation Letters attached as Schedule "E" hereto; and
(e) certificates of the Vendors and of the President of the Company, dated as of the Closing Date, confirming that the representations and warranties contained in parts A and B are correct as of that date.
2. the Purchaser shall deliver to the Vendors:
(a) certificates representing the common shares of the Purchaser to be issued in satisfaction of the purchase price endorsed with the legend set out in paragraph (g) of Schedule "E";
Deliveries on Closing. At Closing:
(a) Till will deliver to NTR:
(i) the share certificates representing the Shares, duly endorsed for transfer to NTR or to an Affiliate of NTR, as directed by NTR;
(ii) a subscription agreement in respect of the Financing in the form attached hereto as Schedule "G", duly executed by Till;
(iii) all books, minute books, records and accounts of the Company and any other information necessary for NTR to operate and manage the Business of the Company;
(iv) a certified copy of a resolution of the directors of Till authorizing the execution of this Agreement and the completion of the transactions contemplated hereby;
(v) a certified copy of a resolution of the Company approving the transfer of the Shares from Till to NTR or to an Affiliate of NTR, as directed by NTR;
(vi) a certified copy of a resolution of Till approving the Financing; and
(vii) such other documents as may be required by NTR's legal counsel, acting reasonably.
(b) NTR will deliver to Till:
(i) a share certificate of NTR registered in the name of Till or an Affiliate of Till, as directed by Till, for the number of NTR Shares which NTR issues at Closing in accordance with Section 2.3(a)(i);
(ii) a certified copy of a resolution of the directors of NTR authorizing the execution of this Agreement and the transactions contemplated hereby, including the allotment and issuance of the NTR Shares issued pursuant to Section 2.3(a)(i);
(iii) the Purchase Note, duly executed by NTR in favour of Till or an Affiliate of Till, as directed by Till;
(iv) share certificates representing the Shares, duly endorsed m blank for transfer, in accordance with Section 2.3(b);
(v) the royalty grant agreements in respect of each of the Royalties, duly executed by NTR in accordance with Section 2.4;
(vi) the royalty grant agreements in respect of each of the Additional Royalties, duly executed by the Company in accordance with Section 2.5; and
(vii) such other documents as may be required by Till's legal counsel, acting reasonably.
Deliveries on Closing. On the Closing Date:
(a) Exchangeco will deliver to or to the direction of the Vendors certificates representing the Exchangeable Shares in accordance with Section 1.2 above;
(b) the Vendors will deliver to or to the direction of Exchangeco certificates representing their Purchased Shares duly signed off for transfer, together with all other documentation required to transfer title to their Purchased Shares to or to the direction of Exchangeco, provided that if there are no certificates representing the Purchased Shares, the Vendors shall each deliver to Exchangeco, or as directed by Exchangeco, an executed stock power of attorney or other document evidencing the transfer of the Purchased Shares from the Vendors to or to the direction of Exchangeco; and
(c) Big Flash, Exchangeco and the Trustee shall execute and deliver the Support Agreement; Big Flash, Exchangeco, the Vendors and the Trustee shall execute and deliver the Exchange and Voting Trust Agreement; and Big Flash, Exchangeco, the Vendors and the Escrow Agent shall execute and deliver the Escrow Agreement.
Deliveries on Closing. Upon the terms and subject to the conditions set forth in this Agreement, Sellers, as applicable, or an Affiliate of Sellers shall enter into and deliver, and Purchaser or a Purchaser Subsidiary, as applicable, shall enter into and deliver on or prior to the Closing Date:
(a) the SLD Coinsurance Agreement;
(b) the SLD Modified Coinsurance Agreement;
(c) the SLD Funds Withheld Coinsurance Agreement;
(d) the SLD Coinsurance / Modified Coinsurance Agreement;
(e) the SLD Administrative Services Agreement;
(f) the SLDI Coinsurance Agreement;
(g) the SLDI Funds Withheld Coinsurance Agreement;
(h) the SLDI Modified Coinsurance Agreement;
(i) the SLDI Coinsurance / Modified Coinsurance Agreement;
(j) the SLDI Administrative Services Agreement;
(k) the Assignment and Assumption Agreement;
(l) the Transition Services Agreement;
(m) the SLD Reserve Trust Agreement;
(n) the SLD Security Trust Agreement;
(o) the SLDI Reserve Trust Agreement;
(p) the SLDI Security Trust Agreement;
(q) the Industry Risks Retrocession Agreements;
(r) the Trademark and Trade Name License Agreement;
(s) the Technology Transfer and License Agreement;
(t) the Assignment of Confidentiality Agreements;
(u) the Denver Lease;
(v) the Asset Management Agreement;
(w) the Newco Keepwell;
(x) the FIRPTA Affidavit;
(y) the Bill of Sale and General Assignment and any other necessary assex purchase and sale documents, bills of sale and assignments and other appropriate evidence of transfer in respect of the Transferred Assets and the Assigned Contracts; and
(z) there shall be executed and delivered such other agreements, instruments and documents as are required under this Agreement to be executed and delivered by Sellers, Purchaser and any Affiliates of Sellers and Purchaser.
