Monitor’s Certificate. When the conditions to Closing set out in Section 8.1 and Section 8.2, have been satisfied and/or waived by the Vendor or the Purchaser, as applicable, the Vendor and the Purchaser will each deliver to the Monitor written confirmation (a) that such conditions of Closing, as applicable, have been satisfied and/or waived, and (b) of the amounts of the Transfer Taxes (if any are payable) payable by the Purchaser on Closing (the “Conditions Certificates”). Upon receipt of payment in full of the Purchase Price and Transfer Taxes payable by the Purchaser at Closing (if any is payable) in the amounts set out in the Conditions Certificates and receipt of each of the Conditions Certificates, the Monitor shall (i) issue forthwith its Monitor’s Certificate concurrently to the Vendor and the Purchaser, at which time the Closing will be deemed to have occurred; and (ii) file as soon as practicable a copy of the Monitor’s Certificate with the Court (and shall provide a true copy of such filed certificate to the Vendor and the Purchaser). In the case of (i) and (ii), above, the Monitor will be relying exclusively on the basis of the Conditions Certificates and without any obligation whatsoever to verify the satisfaction or waiver of the applicable conditions.
Monitor’s Certificate. Upon receipt of written confirmation from the Purchaser that the conditions contained in Section 7.3 have been satisfied or waived by the Purchaser, and upon satisfaction or waiver by the Vendor of the conditions contained in section 7.1, the Vendor shall forthwith deliver to the Purchaser the Monitor’s Certificate pursuant to the Approval and Vesting Order, and shall file same with the Court.
Monitor’s Certificate. Subject to the terms of the Approval and Vesting Order, upon receipt by the Monitor of the certificates from Buyer and Seller described in Sections 4.3(h) and 4.4(e), respectively, the Monitor shall deliver to Buyer and Seller and file with the Court the Monitor’s Certificate. Xxxxx and Seller acknowledge and agree that the Monitor will be entitled to file the Monitor’s Certificate with the Court without independent investigation upon receiving from Buyer and Seller the certificates from Buyer and Seller described in Sections 4.3(h) and 4.4(e). The Monitor will have no liability to Seller or Buyer or any other Person as a result of filing the Monitor’s Certificate or otherwise in connection with this Agreement, the Transaction Documents or the Transaction (whether based on contract, tort or any other theory).
Monitor’s Certificate. The Monitor shall have provided an executed copy of the Monitor's Certificate confirming that all other conditions to Closing have either been satisfied or waived by both the Purchaser and Clearbeach. The foregoing conditions are for the exclusive benefit of Clearbeach. Any condition in this Section 8.3 may be waived by Clearbeach in whole or in part, without prejudice to any of its rights of termination in the event of non-fulfilment of any other condition in whole or in part. Any such waiver shall be binding on Clearbeach only if made in writing.
Monitor’s Certificate. The Parties acknowledge and agree that the Monitor shall be entitled to deliver to the Purchaser, and file with the Court, an executed Monitor's Certificate without independent investigation, upon receiving written confirmation from both Parties (or the applicable Party's counsel) that all conditions of Closing in favour of such Party have been satisfied or waived, and the Monitor shall have no Liability to the Parties in connection therewith. The Parties further acknowledge and agree that upon written confirmation from both Parties that all conditions of Closing in favour of such Party have been satisfied or waived, the Monitor may deliver the executed Monitor's Certificate to the Purchaser's counsel in escrow, with the sole condition of its release from escrow being the Monitor's written confirmation that all such funds have been received. Upon such confirmation being given, the Monitor's Certificate will be released from escrow to the Purchaser, and the Closing shall be deemed to have occurred.
Monitor’s Certificate. Upon release of the Purchase Price Funds, Sellers Deliverables, Purchaser Deliverables and Monitor Deliverables from escrow by the Monitor’s Counsel in accordance with Section 3.3, the Monitor shall (i) issue forthwith its Monitor’s Certificate concurrently to the Sellers and the Purchaser, at which time the Closing will be deemed to have occurred; and (ii) file as soon as practicable a copy of the Monitor’s Certificate with the Court (and shall provide a true copy of such filed certificate to the Sellers and the Purchaser).
Monitor’s Certificate. When the conditions to Closing set out in Section 7.1 and Section 7.2 have been satisfied and/or waived by WGC or AcquisitionCo, as applicable, WGC and AcquisitionCo or their respective counsel will each deliver to the Monitor written confirmation that such conditions of Closing, as applicable, have been satisfied and/or waived (the “Conditions Certificates”). Upon receipt of the Conditions Certificates, the Monitor shall (i) issue forthwith its Monitor’s Certificate concurrently to WGC and AcquisitionCo, at which time the Closing will be deemed to have occurred; and (ii) file as soon as practicable a copy of the Monitor’s Certificate with the Court (and shall provide a true copy of such filed certificate to WGC and AcquisitionCo). In the case of (i) and (ii) above, the Monitor will be relying exclusively on the basis of the Conditions Certificates without any obligation whatsoever to verify the satisfaction or waiver of the applicable conditions.
Monitor’s Certificate. When the conditions to Closing set out in Section 8.1 and Section 8.2 have been satisfied and/or waived by the Vendors or the Purchaser, as applicable, the Vendors and the Purchaser will each deliver to the Monitor written confirmation (a) that such conditions of Closing, as applicable, have been satisfied and/or waived, and (b) of the amounts of GST/HST and QST (if any is payable) and Cure Costs payable by the Purchaser on Closing (the "Conditions Certificates"). Upon receipt of payment in full of the Cash Purchase Price, GST/HST and QST required to be paid at Closing (if any is payable) and of the Cure Costs payable by the Purchaser on Closing (or evidence that such Cure Costs have been paid by the Purchaser directly to the applicable counterparty), and receipt of each of the Conditions Certificates, the Monitor shall (i) issue forthwith its Monitor's Certificate concurrently to the Vendors and the Purchaser, at which time the Closing will be deemed to have occurred; and (ii) file as soon as practicable a copy of the Monitor's Certificate with the Court (and shall provide a true copy of such filed certificate to the Vendors and the Purchaser). In the case of (i) and (ii) above, the Monitor will be relying exclusively on the basis of the Conditions Certificates without any obligation whatsoever to verify the satisfaction or waiver of the applicable conditions.
