Common use of Purchase and Sale and Purchase Price Clause in Contracts

Purchase and Sale and Purchase Price. 2.1.1 Subject to the terms and conditions hereof, on the Closing Date, each of the Vendors shall sell to the Purchaser the number of Shares set opposite the name of each Vendor on Schedule 2.1.1 hereto (the aggregate number of such Shares is herein collectively called the "Purchased Shares") and the Purchaser shall purchase the Purchased Shares from the Vendors, free and clear of all Liens, for a total purchase price of $1,000,000 (hereinafter referred to as the "Purchase Price"), subject to adjustment in accordance with Section 2.2, to be allocated amongst the Vendors in accordance with Schedule 2.1.1. 2.1.2 The Purchase Price shall be paid against delivery to the Purchaser of share certificates evidencing the Purchased Shares duly endorsed for transfer to the Purchaser and satisfied (i) as to an aggregate amount of $558,840 payable pro rata to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 by certified cheque or bank draft to the order of each of the Vendors, and delivered by the Purchaser at the Time of Closing, (ii) as to $14,705 payable by cheque to the order of McCaxxxx Xxxrxxxx, xx escrow agent, and delivered by Brucx Xxxxxxx xx the Time of Closing, such amount having been deposited "in trust" with Brucx Xxxxxxx xx the Purchaser, (iii) as to $14,705, by the delivery to McCaxxxx Xxxrxxxx, xx escrow agent, of a certified cheque or bank draft, such amounts in (ii) and (iii) and interest thereon to be held in escrow pursuant to the Escrow Agreement in order to secure the payment of any amounts due by the Vendors to the Purchaser pursuant to this Agreement. The escrowed funds will be dealt with on the terms and conditions set forth in the Escrow Agreement, and (iv) as to an aggregate amount of $411,750, by the delivery pro rata to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 at the Time of Closing of a total of 36,600 class F exchangeable shares of the capital stock of the Purchaser ("Class F Shares"), to be issued from treasury and having the attributes set out in Schedule 2.1.2.

Purchase and Sale and Purchase Price. 2.1.1 Subject to the terms and conditions hereof, on the Closing Date, each of the Vendors shall sell to the Purchaser the number of Shares set opposite the name of each Vendor on Schedule 2.1.1 hereto (the aggregate number of such Shares is herein collectively called the "Purchased Shares") and the Purchaser shall purchase the Purchased Shares from the Vendors, free and clear of all Liens, for a total purchase price of $1,000,000 2,400,000 (hereinafter referred to as the "Purchase Price"), subject to adjustment in accordance with Section 2.2, to be allocated amongst the Vendors in accordance with Schedule 2.1.12.1. 2.1.2 The Purchase Price shall be paid against delivery to the Purchaser of share certificates evidencing the Purchased Shares duly endorsed for transfer to the Purchaser and satisfied (i) as to an aggregate amount of $558,840 1,341,160 payable pro rata to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 by certified cheque or bank draft to the order of each of the Vendors, and delivered by the Purchaser at the Time of Closing, (ii) as to $14,705 35,295 payable by cheque to the order of McCaxxxx Xxxrxxxx, xx as escrow agent, and delivered by Brucx Xxxxxxx xx the Time of Closing, such amount having been deposited "in trust" with Brucx Xxxxxxx xx the Purchaser, (iii) as to $14,70535,295, by the delivery to McCaxxxx Xxxrxxxx, xx escrow agent, of a certified cheque or bank draft, such amounts in (ii) and (iii) and interest thereon to be held in escrow pursuant to the Escrow Agreement in order to secure the payment of any amounts due by the Vendors to the Purchaser pursuant to this Agreement. The escrowed funds will be dealt with on the terms and conditions set forth in the Escrow Agreement, and (iv) as to an aggregate amount of $411,750988,250, by the delivery pro rata to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 at the Time of Closing of a total of 36,600 87,845 class F exchangeable shares of the capital stock of the Purchaser ("Class F Shares"), to be issued from treasury and having the attributes set out in Schedule 2.1.2.

Purchase and Sale and Purchase Price. 2.1.1 Subject (1) Upon and subject to the terms and conditions hereofcontained herein and the adjustment as herein set forth, on the Closing DateVendor shall, each at the Time of Closing, sell the Vendors shall sell Shares and the Real Estate Company Shares to the Purchaser the number of Shares set opposite the name of each Vendor on Schedule 2.1.1 hereto (the aggregate number of such Shares is herein collectively called the "Purchased Shares") and the Purchaser shall purchase the Purchased Shares and the Real Estate Company Shares from the Vendors, free and clear of all Liens, Vendor for a total purchase price of $1,000,000 121,686,979 (hereinafter referred to as the "Purchase Price"), subject to adjustment ) allocated as follows: (a) $117,021,976 in accordance with Section 2.2, to be allocated amongst respect of the Vendors HCNLP Units held by the Corporation; (b) $1.00 in accordance with Schedule 2.1.1respect of the shares of HCN GP held by the Corporation; (c) $4,049,000 in respect of the shares of Eco Log held by the Corporation; (d) $1.00 in respect of the shares of KCN held by the Corporation; (e) $1.00 in respect of the Real Estate Company Shares; (f) $1,000 in respect of the Non-Competition Agreement; and (g) $615,000 in respect of the real estate assets beneficially owned by the Corporation. 2.1.2 (2) The Purchase Price shall be paid against delivery to the Purchaser of share certificates evidencing the Purchased Shares duly endorsed for transfer to the Purchaser and satisfied (i) as to an aggregate amount of $558,840 payable pro rata to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 by certified cheque or bank draft to the order of each of the Vendors, and delivered by the Purchaser at the Time of ClosingClosing by wire transfer of immediately available funds to an account or accounts specified by the Vendor. (3) Within ninety (90) days following the Closing Date, (ii) as to $14,705 payable by cheque the Purchaser shall deliver to the order Vendor unaudited consolidated financial statements of McCaxxxx Xxxrxxxx, xx escrow agentthe Corporation as of the Closing Date prepared by the Purchaser's auditors in accordance with GAAP and including notes thereon, and delivered a statement of Working Capital and a statement of Cash, which shall reflect HCNLP Cash and Non-HCNLP Cash separately (collectively, the "Final Statements"), prepared in accordance with GAAP. The cost of the preparation of the Final Statements will be borne by Brucx Xxxxxxx xx the Time Vendor and the Purchaser equally. For the purpose of Closingpreparing the Final Statements, the Vendor agrees to provide all reasonable cooperation to Glacier and agrees to grant to Glacier and its Representatives reasonable access during normal business hours to relevant records, facilities and personnel. (4) The Vendor shall have a period (the "Review Period") of sixty (60) days from the date it receives the Final Statements in which to review the same. For the purpose of such review, the Purchaser shall permit the Vendor and its Representatives to examine all accounting documentation used or prepared by the Purchaser and its auditors in preparing the Final Statements including all back-up material and ledgers. If no objection in writing to the Final Statement is given to the Purchaser by the Vendor within the Review Period, the Final Statements shall be deemed to have been approved as of the last day of such Review Period. (5) If the Vendor objects to any item or aspect of the Final Statements, the Vendor shall give written notice to the Purchaser on or before the end of the Review Period, setting out in reasonable detail the nature of such objection and the related amount(s) in dispute and the Vendor and the Purchaser shall attempt to resolve the matters in dispute within 30 days from the date the Vendor gives such notice to the Purchaser. Without limitation, the Vendor shall not be precluded from raising objections that are otherwise appropriate under the terms hereof solely because under generally accepted accounting principles, the amount having been deposited "involved would not be considered material for accounting purposes. If all matters in trust" with Brucx Xxxxxxx xx dispute are resolved by the Vendor and the Purchaser, (iii) as to $14,705, by the delivery to McCaxxxx Xxxrxxxx, xx escrow agent, of a certified cheque or bank draft, such amounts in (ii) and (iii) and interest thereon to Final Statement shall be held in escrow pursuant modified to the Escrow Agreement extent required to give effect to such resolution and shall be deemed to have been approved as of the date of such resolution. (6) If the Vendor and the Purchaser cannot resolve all matters in order dispute within such thirty day period, all such unresolved matters shall be submitted to secure the payment of any amounts due by the Vendors BDO Dunwoody or, if they refuse or are unable to act, a nationally recognized accounting firm acceptable to the Purchaser pursuant to this Agreementand the Vendor (the "Expert") for resolution, as expert and not arbitrator. The escrowed funds will Expert shall use its reasonable efforts to render its written decision within 30 days of its appointment. The Expert shall be dealt with on the terms given access to all materials and conditions set forth information reasonably requested by it for such purpose. The rules and procedures to be followed in the Escrow Agreement, and (iv) as to an aggregate amount of $411,750, such proceeding shall be determined by the delivery pro rata to the Vendors Expert in accordance with their respective shareholdings set forth in Schedule 2.1.1 at the Time of Closing of a total of 36,600 class F exchangeable shares of the capital stock of the Purchaser ("Class F Shares"), to be issued from treasury and having the attributes set out in Schedule 2.1.2.its

Purchase and Sale and Purchase Price. 2.1.1 Subject (1) The Vendor shall sell their respective Shares of Seller to the Purchaser and the Purchaser shall purchase the Shares from the Vendor for a total purchase price as shown below to be paid in cash and common stock and preferred shares of the Purchaser (“Convertible Preferred Shares”) valued at market price at Closing and subject to the adjustment below (hereinafter referred to as the “Purchase Price”) upon and subject to the terms and conditions hereof, on to be paid as follows: (a) $2,500,000 USD deposit to be paid by the Closing Date, each Purchaser to the Seller within five (5) business days following the completion of an internal audit of the Vendors shall sell Seller to be carried out by Purchaser following Closing. (b) $4,000,000 USD to be paid by the Purchaser to Xxxxx in the form of common shares of the Purchaser subject to a six month escrow and such further regulatory escrow or hold as may be required by securities regulators and subject to liquidity in market; (c) $1,491,463 CDN paid in cash to P&P Goudas Holdings Inc. at Closing to fully repay P&P Goudas Holdings Inc. outstanding shareholder loan to the Purchaser Seller, subject to bank approval from the number $2,500,000 USD cash injection; (d) $57,125 CDN paid to Xxxxxxxx in cash at Closing to fully repay Patricia’s outstanding shareholder loan to the Seller, subject to bank approval from the $2,500,000 USD cash injection; (e) $1,672,000 USD in Convertible Preferred Shares payable to Xxxxx at a 6% coupon rate, non-cumulative, paid in arrears annually, to repay Peter’s outstanding shareholder loan to the Seller. Said convertible preferred shares shall not be convertible before the first anniversary of Shares set opposite the name closing of each Vendor on Schedule 2.1.1 hereto (the aggregate number of until such Shares is herein collectively called the "Purchased Shares") time as Xxxxx and the Purchaser shall purchase the Purchased Shares from the Vendors, free and clear of all Liens, for a total purchase price of $1,000,000 (hereinafter referred to as the "Purchase Price"), subject to adjustment agree in accordance with Section 2.2, to be allocated amongst the Vendors in accordance with Schedule 2.1.1writing. 2.1.2 (2) The shares portion of the Purchase Price shall be paid against and satisfied by delivery to the Purchaser Vendor of a share certificate or certificates evidencing the Purchased common shares and Convertible Preferred Shares duly endorsed for transfer to the Purchaser and satisfied (i) as to an aggregate amount Vendor at the Time of $558,840 payable pro rata Closing against delivery to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 by certified cheque Purchaser of a share certificate or bank draft certificates evidencing the Shares duly endorsed for transfer to the order Purchaser. (3) Xxxxx shall cooperate and take necessary steps to enable the Purchaser to continue Peter’s life insurance policy and to l name the Purchaser as beneficiary to same. (4) Each member of each Seller hereby consents to the sale of the Vendors, Shares and delivered by shall take all such corporate action as may be required to transfer the Shares to the Purchaser as at the Time of Closing, (ii) as to $14,705 payable by cheque to the order of McCaxxxx Xxxrxxxx, xx escrow agent, and delivered by Brucx Xxxxxxx xx the Time of Closing, such amount having been deposited "in trust" with Brucx Xxxxxxx xx the Purchaser, (iii) as to $14,705, by the delivery to McCaxxxx Xxxrxxxx, xx escrow agent, of a certified cheque or bank draft, such amounts in (ii) and (iii) and interest thereon to be held in escrow pursuant to the Escrow Agreement in order to secure the payment of any amounts due by the Vendors to the Purchaser pursuant to this Agreement. The escrowed funds will be dealt with on the terms and conditions set forth in the Escrow Agreement, and (iv) as to an aggregate amount of $411,750, by the delivery pro rata to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 at the Time of Closing of a total of 36,600 class F exchangeable shares of the capital stock of the Purchaser ("Class F Shares"), to be issued from treasury and having the attributes set out in Schedule 2.1.2.