Common use of Purchaser’s Closing Deliveries Clause in Contracts

Purchaser’s Closing Deliveries. On or before the Closing Date, the Purchaser shall deliver or cause to be delivered to the Vendor the following: (a) A solicitor’s trust cheque, bank draft or certified cheque payable to the Vendor’s lawyer for the balance of the Purchase Price, subject to the adjustments provided for herein or, if part of the Purchase Price is being paid by way of the proceeds of a mortgage arranged by the Purchaser as set out herein, for the difference between the outstanding balance of the Purchase Price and the expected net proceeds of the Purchaser’s new mortgage; (b) In the event the Purchase Price is being paid by way of the proceeds of a mortgage arranged by the Purchaser, an undertaking from the Purchaser’s lawyer that the Purchaser has received a Letter of Commitment from a reputable financial institution to fund the balance of the Purchase Price not being paid on the Closing Date and that all documentation required by the said financial institution have been executed and that all pre-requisites for the said financial institution to advance the balance of the Purchase Price have been met other than the registration of a Mortgage on the Purchased Land to be registered in series with the Transfers of Land immediately after the Closing Date and an undertaking that it will proceed with registration of the Mortgage security in series with the said Transfers of Land and upon registration being complete, the Purchaser’s lawyer will request the Mortgage proceeds from the financial institution and upon receipt of same, it will pay to the Vendor’s lawyer the balance of the Purchase Price plus interest at the rate of the Mortgage paid by the Purchaser to said financial institution from the Closing Date to the date the balance of the Purchase Price is received by the Vendor’s lawyer; (c) A mutual undertaking to readjust for any items not determined on the Closing Date as contemplated by the adjustment provisions contained herein; (d) A declaration and indemnity regarding registration of the Purchaser for the purposes of goods and services tax (“GST”) if required pursuant to the goods and services tax provisions contained herein; and (e) A certified copy of a resolution of the director(s) of the Purchaser authorizing and approving the transaction contemplated herein. All documentation shall be in form and substance acceptable to the Purchaser and the Vendor, each acting reasonably and in good faith.

Purchaser’s Closing Deliveries. On or before the Closing DateAt Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the followingTitle Company: (a) A solicitor’s trust cheque, bank draft or certified cheque payable An agreement in form reasonably acceptable to Seller: (i) not to amend (so long as Seller owns any parcel of real property adjacent to the VendorProperty) the Land Use Restrictions, the Site Management Plan or the Bxxxxxxxxx Agreement in any manner that would affect Seller’s lawyer remaining property which is subject thereto, without Seller’s prior written consent, which won’t be unreasonably withheld, conditioned or delayed; (ii) to pay TDEC or reimburse Seller, as applicable, for the balance post-closing fees charged by TDEC for approvals, oversight and administration of the Purchase PriceLand Use Restrictions, subject the Site Management Plan and the Bxxxxxxxxx Agreement with respect to the adjustments provided for herein or, if part Property (but not Seller’s remaining property) and any penalties imposed by TDEC with respect to the Property which are caused by activities of the Purchase Price is being paid by way of the proceeds of a mortgage arranged by the Purchaser as set out herein, for the difference between the outstanding balance of the Purchase Price and the expected net proceeds of the or Purchaser’s new mortgageagents, tenants, contractors or other representatives; (b) In the event the Purchase Price is being paid by way of the proceeds of a mortgage arranged by the Purchaser, an undertaking from the Purchaser’s lawyer that the Purchaser has received a Letter of Commitment from a reputable financial institution to fund the balance of the Purchase Price not being paid on the Closing Date and that all documentation required by the said financial institution have been executed and that all pre-requisites for the said financial institution to advance the balance of the Purchase Price have been met other than the registration of a Mortgage on the Purchased Land to be registered in series with the Transfers of Land immediately after the Closing Date and an undertaking that it will proceed with registration of the Mortgage security in series with the said Transfers of Land and upon registration being complete, the Purchaser’s lawyer will request the Mortgage proceeds from the financial institution and upon receipt of same, it will pay to the Vendor’s lawyer the balance of the Purchase Price plus interest at the rate of the Mortgage paid by the Purchaser to said financial institution from the Closing Date to the date the balance of the Purchase Price is received by the Vendor’s lawyerMutual Indemnity Agreement; (c) A mutual undertaking an agreement that, provided that Seller has not breached its representations contained in Section 10 of this Agreement, Purchaser will not bring or initiate any claim for damages against Seller with respect to readjust for any items not determined Hazardous Materials which are located on or under the Closing Date Property as contemplated by of the adjustment provisions contained hereindate of the Closing; (d) A declaration for disbursement to Seller, the Purchase Price, as adjusted by the Deposit and indemnity regarding registration of other credits and debits as set forth on the Purchaser for Closing Statement to be prepared by the purposes of goods and services tax (“GST”) if required pursuant to the goods and services tax provisions contained hereinTitle Company; and (e) A certified copy such other documents, including a signed Closing Statement, as are necessary and appropriate for the consummation of a resolution of the director(s) of the Purchaser authorizing and approving the this transaction contemplated herein. All documentation shall be in form and substance acceptable to the Purchaser and the Vendor, each acting reasonably and in good faithby Purchaser.

Purchaser’s Closing Deliveries. On or before the Closing Date, the Purchaser shall deliver or cause to be delivered to the Vendor the following: Seller (a) A solicitor’s trust cheque, bank draft or certified cheque payable to the Vendor’s lawyer for the balance of the Purchase Price, subject to the adjustments provided for herein orTitle Company in escrow, if part applicable) at Closing: (i) the portion of the Purchase Price is being paid by way due at such Closing pursuant to Article III hereof, plus or minus prorations and adjustments as set forth herein; (ii) a duly executed counterpart of the proceeds Assignment of Lease executed by Purchaser with respect to each Leased Property being conveyed at such Closing; (iii) a duly executed counterpart of the Assignment of Sublease executed by Purchaser with respect to each Approved Sublease being conveyed at such Closing; (iv) a duly executed counterpart of a mortgage arranged Take-Back Lease executed by Purchaser for each Property being conveyed at such Closing; (v) a counterpart of the Closing Statement for each Property being conveyed at such Closing executed by Purchaser; (vi) all properly completed transfer tax forms, if required, that are applicable to the Properties being conveyed at such Closing; (vii) any and all reasonable and customary affidavits and other documents reasonably requested of Purchaser by the Title Company in order to cause the Title Company to issue its Title Policy; and (viii) all other customary closing documents reasonably approved by Seller and Purchaser as set out herein, for in connection with the difference between the outstanding balance consummation of the Purchase Price transactions contemplated by this Agreement, including, without limitation, those customarily provided by purchasers in the applicable state and local jurisdictions in order to perfect the expected net proceeds conveyance, transfer and assignment of the Properties being conveyed at such Closing to Purchaser’s new mortgage; (b) In the event the Purchase Price is being paid by way of the proceeds of a mortgage arranged by the Purchaser, an undertaking from the Purchaser’s lawyer that the Purchaser has received a Letter of Commitment from a reputable financial institution to fund the balance of the Purchase Price not being paid on the Closing Date and that all documentation required by the said financial institution have been executed and that all pre-requisites for the said financial institution to advance the balance of the Purchase Price have been met other than the registration of a Mortgage on the Purchased Land to be registered in series with the Transfers of Land immediately after the Closing Date and an undertaking that it will proceed with registration of the Mortgage security in series with the said Transfers of Land and upon registration being complete, the Purchaser’s lawyer will request the Mortgage proceeds from the financial institution and upon receipt of same, it will pay to the Vendor’s lawyer the balance of the Purchase Price plus interest at the rate of the Mortgage paid by the Purchaser to said financial institution from the Closing Date to the date the balance of the Purchase Price is received by the Vendor’s lawyer; (c) A mutual undertaking to readjust for any items not determined on the Closing Date as contemplated by the adjustment provisions contained herein; (d) A declaration and indemnity regarding registration of the Purchaser for the purposes of goods and services tax (“GST”) if required pursuant to the goods and services tax provisions contained herein; and (e) A certified copy of a resolution of the director(s) of the Purchaser authorizing and approving the transaction contemplated herein. All documentation shall be in form and substance acceptable to the Purchaser and the Vendor, each acting reasonably and in good faith.

Purchaser’s Closing Deliveries. On or before At the Closing DateClosing, Purchaser will deliver to C&K and the Purchaser shall deliver or cause Sellers, in form and substance reasonably satisfactory to be delivered to C&K and the Vendor the followingSellers and consistent with this Agreement: (a) A solicitor’s trust chequeThe Purchase Price as set forth in Section 3.1 hereof, bank draft or certified cheque payable to the Vendor’s lawyer for executed LLC Amendment, and the balance appointments of the Purchase Price, subject to the adjustments provided for herein or, if part of the Purchase Price is being paid three Managers designated by way of the proceeds of a mortgage arranged by the Purchaser as set out herein, for the difference between the outstanding balance of the Purchase Price and the expected net proceeds of the Purchaser’s new mortgage;. (b) In The Operative Agreements, in the event form of Exhibit I, Exhibit K, and Exhibit L hereto, executed by an authorized officer of Purchaser or its Affiliate. (c) Copies of resolutions adopted by the Purchase Price is being paid Board of Directors of Purchaser authorizing the execution and delivery of, and performance of Purchaser's obligations under, this Agreement, certified by way the Secretary or an Assistant Secretary of Purchaser. (d) A Certificate of Legal Existence for Purchaser issued by the Secretary of State of the proceeds jurisdiction of a mortgage arranged by its incorporation and dated not more than ten (10) business days prior to the Purchaser, Closing Date. (e) A certificate of an undertaking from the Purchaser’s lawyer authorized officer of Purchaser certifying and warranting that the representations, warranties and agreements of Purchaser has received a Letter contained in this Agreement are true and accurate as of Commitment from a reputable financial institution to fund the balance of the Purchase Price not being paid on the Closing Date and that Purchaser has satisfied and performed in all documentation required by the said financial institution have been executed material respects all of its obligations hereunder. (f) A written opinion of in-house counsel to Purchaser and that all pre-requisites for the said financial institution to advance the balance its Affiliates, dated as of the Purchase Price have been met Closing Date, in the form of Exhibit F hereto. (g) Evidence of any authorization, consent, approval or filing with any public body or Governmental Authority or any other than the registration of a Mortgage on the Purchased Land to be registered Person necessary in series connection with the Transfers of Land immediately after the Closing Date this Agreement. (h) Incumbency and an undertaking that it will proceed with registration of the Mortgage security in series with the said Transfers of Land and upon registration being complete, the Purchaser’s lawyer will request the Mortgage proceeds from the financial institution and upon receipt of same, it will pay to the Vendor’s lawyer the balance of the Purchase Price plus interest at the rate of the Mortgage paid by the Purchaser to said financial institution from the Closing Date to the date the balance of the Purchase Price is received by the Vendor’s lawyer; (c) A mutual undertaking to readjust Specimen Signature Certificate for any items not determined on the Closing Date as contemplated by the adjustment provisions contained herein; (d) A declaration and indemnity regarding registration of the Purchaser for the purposes of goods and services tax (“GST”) if required pursuant to the goods and services tax provisions contained herein; and (e) A certified copy of a resolution of the director(s) of the Purchaser authorizing and approving the transaction contemplated herein. All documentation shall be in form and substance acceptable to the Purchaser and its Affiliates who are party to the VendorOperative Agreements. (i) The Bayer Letter Agreement executed by Bxxxx XX, each acting reasonably and in good faiththe certificates to be provided as required therein. (j) The Assignment and Assumption Agreement.