Common use of Failure to Complete Sale Clause in Contracts

Failure to Complete Sale. If, at the time of closing, the vendor does not complete the sale for any reason, other than due to the breach of the purchasing party, the purchaser shall have the right to deposit (including by post-dated check) the purchase price for the Shares, Convertible Securities and/or other securities to be purchased and sold for the account of the vendor in an account with the bankers of the Corporation and that deposit shall constitute valid and effective payment of the purchase price to the vendor. Thereafter, the purchaser shall have the right to execute and deliver any deeds, stock transfers, assignments, releases and other documents as may, in the reasonable opinion of the purchaser, be necessary or desirable to complete the transaction. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates or instruments evidencing the Shares, Convertible Securities and/or other securities may not have been delivered to the purchaser: (a) the purchase shall be deemed to have been fully completed and the records of the Corporation may be amended accordingly; (b) all right, title, benefit and interest, both at law and in equity, in and to the subject Shares, Convertible Securities and/or other securities shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser; and (c) all right, title, benefit and interest of the vendor and of any other Person (other than the purchaser) having any interest in the subject Shares, Convertible Securities and/or other securities, legal or equitable, in any capacity whatsoever, shall cease.

Failure to Complete Sale. If, at the time of closing, the vendor does not complete the sale for any reason, other than due to the breach of the purchasing party, the purchaser shall have the right to deposit (including by post-dated checkcheque) the purchase price for the Shares, Convertible Securities and/or other securities Shares to be purchased and sold for the account of the vendor in an account with the bankers of the Corporation and that deposit shall constitute valid and effective payment of the purchase price to the vendor. Thereafter, the purchaser shall have the right to execute and deliver any deeds, stock transfers, assignments, releases and other documents as may, in the reasonable opinion of the purchaser, be necessary or desirable to complete the transaction. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates or instruments evidencing the Shares, Convertible Securities Shares and/or other securities may not have been delivered to the purchaser: (a) the purchase shall be deemed to have been fully completed and the records of the Corporation may be amended accordingly; (b) all right, title, benefit and interest, both at law and in equity, in and to the subject Shares, Convertible Securities Shares and/or other securities shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser; and (c) all right, title, benefit and interest of the vendor and of any other Person (other than the purchaser) having any interest in the subject Shares, Convertible Securities Shares and/or other securities, legal or equitable, in any capacity whatsoever, shall cease.

Failure to Complete Sale. If, at the time of closing, the vendor does shall not complete the sale for any reason, other than due to the breach of the purchasing party, the purchaser shall have the right to deposit (including by post-dated check) the purchase price for the Shares, Convertible Securities and/or other securities Shares to be purchased and sold for the account of the vendor in an account with the principal bankers of the Corporation and that such deposit shall constitute valid and effective payment of the purchase price to the vendor. Thereafter, Thereafter the purchaser shall have the right to execute and deliver any deeds, stock transfers, assignments, resignations, releases and other documents as may, in the reasonable opinion of the purchaser, be necessary or desirable in order to complete the transaction. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates or instruments evidencing the Shares, Convertible Securities and/or other securities Shares may not have been delivered to the purchaser: (a) , the purchase of the Shares shall be deemed to have been fully completed and the records of the Corporation may shall be amended accordingly; (b) accordingly and all right, title, benefit and interest, both at law and in equity in and to the Shares shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser and all right, title, benefit and interest, both at law and in equity, in and to the subject Shares, Convertible Securities and/or other securities shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser; and (c) all right, title, benefit and interest of the vendor and or of any transferee, assignee or any other Person (other than the purchaser) having any interest in the subject Shares, Convertible Securities and/or other securitiestherein, legal or equitable, therein in any capacity whatsoever, whatsoever shall cease.

Failure to Complete Sale. If, at the time of closing, the vendor does shall not complete the sale for any reason, other than due to the breach of the purchasing party, the purchaser shall have the right to deposit (including by post-dated check) the purchase price for the SharesSecurities and Shareholder Debt, Convertible Securities and/or other securities if applicable, to be purchased and sold for the account of the vendor in an account with the bankers of the Corporation and that such deposit shall constitute valid and effective payment of the purchase price to the vendor. Thereafter, Thereafter the purchaser shall have the right to execute and deliver any deeds, stock transfers, assignmentsresignations, releases and other documents as may, in the reasonable opinion of the purchaser, be necessary or desirable in order to complete the transaction. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates or instruments evidencing the Shares, Convertible Securities and/or other securities Shares may not have been delivered to the purchaser: (a) the purchase shall be deemed to have been fully completed and , the records of the Corporation may shall be amended accordingly; (b) accordingly and all right, title, benefit and interest, both at law and in equity, in and to the subject SharesSecurities, Convertible Securities and/or other securities and Shareholder Debt, if applicable, shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser; and (c) purchaser and all right, title, benefit and interest interest, both at law and in equity, of the vendor and or of any transferee, assignee or any other Person (other than the purchaser) having any interest in the subject Shares, Convertible Securities and/or other securitiestherein, legal or equitable, in any capacity whatsoever, whatsoever shall cease.

Failure to Complete Sale. If, If at the time of closing, the vendor does Closing the transferor shall not complete the sale for any reason, other than due to the breach of the purchasing party, the purchaser shall have the right to deposit (including by post-dated check) the purchase price for the Shares, Convertible Securities and/or other securities Shares to be purchased and sold for the account of the vendor transferor in an account with the bankers of the Corporation and that such deposit shall constitute valid and effective payment of the purchase price to the vendortransferor. Thereafter, the purchaser shall have the right to execute and deliver any deeds, stock transfers, assignments, resignations, releases and other documents as may, in the reasonable opinion of the purchaser, be necessary or desirable in order to complete the transaction. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates or instruments evidencing the Shares, Convertible Securities and/or other securities Shares may not have been delivered to the purchaser: (a) , the purchase of such Shares shall be deemed to have been fully completed and and, to the records of the Corporation may be amended accordingly; (b) fullest extent permitted pursuant to applicable law, all right, title, benefit and interest, both at law and in equity, in and to the subject Shares, Convertible Securities and/or other securities such Shares shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser; and (c) , and all right, title, benefit and interest of the vendor transferor and of any other Person (other than the purchaser) having any interest in the subject Shares, Convertible Securities and/or other securitiestherein, legal or equitable, in any capacity whatsoever, shall cease.

Failure to Complete Sale. If, at the time of closing, the vendor does shall not complete the sale for any reason, other than due to the breach of the purchasing party, the purchaser shall have the right to deposit (including by post-dated check) the purchase price for the SharesShares and Shareholder Debt, Convertible Securities and/or other securities if any, to be purchased and sold for the account of the vendor in an account with the bankers of the Corporation and that such deposit shall constitute valid and effective payment of the purchase price to the vendor. Thereafter, the purchaser shall have the right to execute and deliver any deeds, stock transfers, assignments, resignations, releases and other documents as may, in the reasonable opinion of the purchaser, be necessary or desirable in order to complete the transaction. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates or instruments evidencing the Shares, Convertible Securities and/or other securities Shares or Shareholder Debt may not have been delivered to the purchaser: (a) , the purchase of the Shares and Shareholder Debt, if any, shall be deemed to have been fully completed and the records of the Corporation may shall be amended accordingly; (b) accordingly and all right, title, benefit and interest, both at law and in equity, in and to the subject Shares, Convertible Securities and/or other securities Shares and Shareholder Debt shall be conclusively deemed to have been transferred Transferred and assigned to and become vested in the purchaser; and (c) purchaser and all right, title, benefit and interest of the vendor and of any other Person (other than the purchaser) having any interest in the subject Shares, Convertible Securities and/or other securitiestherein, legal or equitable, in any capacity whatsoever, whatsoever shall cease.

Failure to Complete Sale. If, at the time of closing, the vendor does shall not complete the sale for any reason, other than due to the breach of the purchasing party, the purchaser shall have the right to deposit (including by post-dated check) the purchase price for the SharesSecurities or Convertible Securities, Convertible Securities and/or other securities if any, to be purchased and sold for the account of the vendor in an account with the bankers of the Corporation RCMCI and that such deposit shall constitute valid and effective payment of the purchase price to the vendor. Thereafter, Thereafter the purchaser shall have the right to execute and deliver any deeds, stock transfers, assignments, resignations, releases and other documents as may, in the reasonable opinion of the purchaser, be necessary or desirable in order to complete the transaction. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates or instruments evidencing the Shares, Securities or Convertible Securities and/or other securities may not have been delivered to the purchaser: (a) , the purchase of the Securities or Convertible Securities shall be deemed to have been fully completed and the records of the Corporation may RCMCI shall be amended accordingly; (b) accordingly and all right, title, benefit and interest, both at law and in equity, in and to the subject Shares, Securities or Convertible Securities and/or other securities shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser; and (c) purchaser and all right, title, benefit title and interest of the vendor and of any other Person (other than the purchaser) having any interest in the subject Shares, Convertible Securities and/or other securitiestherein, legal or equitable, in any capacity whatsoever, whatsoever shall cease.