Common use of Licence Transfers Clause in Contracts

Licence Transfers. (a) Within two (2) Business Days following Closing, Vendor shall prepare and, where applicable, electronically submit an application to the applicable governmental bodies for Licence Transfers and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. (b) If the AER or other governmental body denies a Licence Transfer because of misdescription or other minor deficiencies in the application, Vendor shall, within two (2) Business Days of such denial, correct the application and amend and re-submit the application for the Licence Transfer and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. (c) If, for any reason, the AER or other governmental body requires a Party or its nominee to make a deposit or furnish any other form of security in order to approve a Licence Transfer, such Party shall make such deposit or furnish such other form of security as is required and shall forthwith notify the other Party of such requirement. If such Party fails to pay such deposit or provide such security, the other Party shall be entitled (but not required) to do so and such other Party shall be required to reimburse such Party for such payment plus interest at the Prime Rate plus five (5%) percent. (d) If a Party fails to perform any obligations requested, ordered or directed by the AER or other governmental body respecting Environmental Liabilities, and the AER or other governmental body refuses to approve a Licence Transfer as a result thereof, the other Party shall be entitled to (but not required to) enter upon and access the Assets to perform such obligations for and on behalf of the first Party without liability by the other Party to the first Party for trespass or otherwise, and the first Party shall reimburse the other Party for all costs, charges and expenses incurred by the other Party in the performance of such obligations, by providing payment thereof to the other Party within thirty (30) days of the other Party's delivery to the first Party of an invoice for such costs, charges and expenses together with interest thereon at a rate equal to the sum of the Prime Rate plus a rate of five percent (5%) from the date at which such costs, charges and expenses are incurred or paid by the other Party until such reimbursement is made. Any costs incurred to address the foregoing obligations shall be adjusted between Vendor and Purchaser in accordance with Clause 4.1, provided, however, that penalties and like expenses and the interest payable under this Subclause 5.4(d) shall be to the account of the Party who failed to perform the obligations.

Licence Transfers. (a) Within two (2) Business Days following Closing, Vendor shall prepare and, where applicable, electronically submit an application to the applicable governmental bodies for Licence Transfers and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. (b) If the AER or other governmental body denies a Licence Transfer because of misdescription or other minor deficiencies in the application, Vendor shall, within two (2) Business Days of such denial, correct the application and amend and re-submit the application for the Licence Transfer and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. (c) If, for any reason, the AER or other governmental body requires a Party or its nominee to make a deposit or furnish any other form of security in order to approve a Licence Transfer, such Party shall make such deposit or furnish such other form of security as is required and shall forthwith notify the other Party of such requirement. If such Party fails to pay such deposit or provide such security, the other Party shall be entitled (but not required) to do so and such other Party shall be required to reimburse such Party for such payment plus interest at the Prime Rate plus five (5%) percent. (d) If a Party fails to perform any obligations requested, ordered or directed by the AER or other governmental body respecting Environmental Liabilities, and the AER or other governmental body refuses to approve a Licence Transfer as a result thereof, the other Party shall be entitled to (but not required to) enter upon and access the Assets to perform such obligations for and on behalf of the first Party without liability by the other Party to the first Party for trespass or otherwise, and the first Party shall reimburse the other Party for all costs, charges and expenses incurred by the other Party in the performance of such obligations, by providing payment thereof to the other Party within thirty (30) days of the other Party's delivery to the first Party of an invoice for such costs, charges and expenses together with interest thereon at a rate equal to the sum of the Prime Rate plus a rate of five two percent (52%) from the date at which such costs, charges and expenses are incurred or paid by the other Party until such reimbursement is made. Any costs incurred to address the foregoing obligations shall be adjusted between Vendor and Purchaser in accordance with Clause 4.1, provided, however, that penalties and like expenses and the interest payable under this Subclause 5.4(d) shall be to the account of the Party who failed to perform the obligations.

Licence Transfers. (a) Within two forty (240) Business Days following Closingdays of the date hereof, the Vendor shall prepare electronically submit applications to the BCER for the Licence Transfers, in a form and content acceptable to Purchaser, acting reasonably, with instructions that such Licence Transfers shall not take effect until the BCER is in receipt of written confirmation from the Parties that Closing has occurred (“LTAs”), and confirm that such submission has been made to the Purchaser, and in addition the Vendor shall cause to be provided any information and documentation along with such LTAs to the BCER which are required to be provided by the transferor in connection with the foregoing. The Purchaser shall accept or ratify such LTAs without delay, provided that, if the Purchaser in good faith determines or believes that any of the LTAs are not complete and accurate, or the BCER refuses to process any such LTAs because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate LTAs as soon as practicable and, where applicablethereafter, electronically the Vendor shall promptly re-submit an application such LTAs and the Purchaser shall accept or ratify such re-submitted LTAs without delay. Each Party shall be responsible for its own costs relating to LTAs hereunder. The Purchaser shall provide any information and documentation in respect of such LTAs to the applicable governmental bodies for BCER which are required to be provided by the transferee in connection with the foregoing. Following submission of the LTAs, the Purchaser shall use reasonable commercial efforts to obtain the approval from the BCER of the LTAs and registration of the Licence Transfers and Purchaser or its nominee shallTransfers, where applicable, electronically ratify and sign such applicationsubject to the specific requirements of this Section 2.3. (b) If the AER or other governmental body BCER denies a Licence Transfer any of the LTAs because of misdescription or other minor deficiencies in contained therein, the application, Vendor shall, within two (2) Business Days of such denial, correct the application LTA(s) and amend and re-submit the LTA(s), and the Purchaser shall accept or ratify such re-submitted LTAs without delay. (c) In the event that the Purchaser has applied, or prior to the Closing Date applies, to the BCER for a discretionary waiver from the BCER’s security requirements in respect of the Transaction, then Vendor shall provide such information and documentation to the BCER regarding the Assets as may reasonably be required in connection with the BCER’s review of such discretionary waiver application for made by the Licence Transfer Purchaser (but only to the extent such information and documentation has not already been made available by the Vendor or its Representatives to the Purchaser or its nominee shallRepresentatives); provided that the Purchaser agrees it shall have primary carriage of, where applicableand be solely responsible at is own cost for submitting and liaising with the BCER in respect of, electronically ratify and sign such application. (cd) If, for any reason, the AER or other governmental body requires a Party or its nominee to make a deposit or furnish any other form of security in order to approve a Licence Transfer, such Each Party shall make such deposit or furnish such other form of security as is required on a timely and shall forthwith notify continuing basis keep the other Party fully apprised and informed regarding all communications the Purchaser may have with the BCER in connection with the Transaction, including all communications respecting LTAs, and without limiting the generality of such requirement. If such Party fails the foregoing the Purchaser shall provide copies to pay such deposit or the Vendor of all related correspondence from the Purchaser to the BCER, and the Purchaser shall request that the BCER provide such security, copies to the other Party shall be entitled (but not required) Vendor of all related correspondence from the BCER to do so and such other Party shall be required to reimburse such Party for such payment plus interest at the Prime Rate plus five (5%) percentPurchaser. (de) If a Party fails to perform any obligations requested, ordered or directed Closing does not occur by the AER or other governmental body respecting Environmental LiabilitiesOutside Date, and the AER or other governmental body refuses to approve a Licence Transfer as a result thereofVendor shall forthwith terminate any pending LTAs. (f) Within three (3) Business Days of Closing, the other Party Parties shall be entitled to (but not required to) enter upon and access the Assets to perform such obligations for and on behalf of the first Party without liability by the other Party provide a joint written notification to the first Party for trespass or otherwise, BCER that Closing has occurred and direct the first Party shall reimburse BCER to complete the other Party for all costs, charges and expenses incurred by the other Party in the performance of such obligations, by providing payment thereof to the other Party within thirty (30) days of the other Party's delivery to the first Party of an invoice for such costs, charges and expenses together with interest thereon at a rate equal to the sum of the Prime Rate plus a rate of five percent (5%) from the date at which such costs, charges and expenses are incurred or paid by the other Party until such reimbursement is made. Any costs incurred to address the foregoing obligations shall be adjusted between Vendor and Purchaser in accordance with Clause 4.1, provided, however, that penalties and like expenses and the interest payable under this Subclause 5.4(d) shall be to the account of the Party who failed to perform the obligationsLTAs.

Licence Transfers. (a) Within two (2) Business Days following Closing, Vendor shall prepare and, where applicable, electronically submit an application to the applicable governmental bodies for Licence Transfers and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. application within two (b2) Business Days of such application being submitted by Vendor. If the AER ERCB or other governmental body denies a Licence Transfer because of misdescription or other minor deficiencies in the application, Vendor shall, within two (2) Business Days of such denial, correct the application and amend and re-submit the application for the Licence Transfer and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. application within two (c2) Business Days of such application being re-submitted by Vendor. If, for any reason, the AER ERCB or other governmental body requires a Party or its nominee to make a deposit or furnish any other form of security in order to approve a Licence Transfer, such Party shall make such deposit or furnish such other form of security as is required and shall forthwith notify the other Party of such requirement. If such Party fails to pay such deposit or provide such security, the other Party shall be entitled (but not required) to do so and such other Party shall be required to reimburse such Party for such payment plus interest at the Prime Rate plus five (5%) percent. (d) If a Party fails fails, within a reasonable time, to commence and diligently and continuously conduct operations to perform any obligations requested, ordered or directed by the AER ERCB or other governmental body respecting Environmental Liabilitiesenvironmental liabilities (a “Work Order”), and the AER ERCB or other governmental body refuses to approve a Licence Transfer as a result thereof, the other Party shall have the right to provide a written request to the first Party requesting them to satisfy any such Work Order and if the receiving Party of such notice fails within two business days to provide written notice of its intention and plan for satisfying a Work Order or then does not diligently and continuously conduct operations to satisfy a Work Order, than the other Party shall be entitled to (but not required to) enter upon and access the Assets to perform such obligations for and on behalf of the first Party without liability by the other Party to the first Party for trespass or otherwise, and the first Party shall reimburse the other Party for all reasonable costs, charges and expenses incurred by the other Party in the performance of such obligations, by providing payment thereof to the other Party within thirty (30) days of the other Party's ’s delivery to the first Party of an invoice for such costs, charges and expenses together with interest thereon at a rate equal to the sum of the Prime Rate plus a rate of five percent (5%) from the date at which such costs, charges and and/or expenses are incurred or paid by the other Party until such reimbursement is made. Any costs incurred to address the foregoing obligations shall be adjusted between Vendor and Purchaser in accordance with Clause 4.1, provided, however, that penalties and like expenses and the interest payable under this Subclause 5.4(d) shall be to the account of the Party who failed to perform the obligations.