Common use of Purchaser’s Closing Documents Clause in Contracts

Purchaser’s Closing Documents. On or before Closing, subject to the provisions of this Agreement, the Purchaser shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor the following items: (a) the balance of the Purchase Price in the manner specified in Section 3.2(e); (b) the Assignment and Assumption of Assumed Contracts; (c) the Assignment and Assumption of Permitted Encumbrances; (d) the Assignment of Rights; (e) the Assignment of Warranties; (f) the Transition Services Agreement; (g) the HST Certificate and Indemnity; (h) a certificate of the Purchaser executed by a senior officer of the Purchaser certifying that the representations and warranties of the Purchaser set out in this Agreement are true and accurate in all material respects as of the Closing Date; (i) an undertaking by the Purchaser to readjust the Adjustments; (j) a non-merger agreement with respect to any Purchaser’s representations, warranties and covenants that are stated to survive Closing, as set out herein this Agreement; and (k) such further documentation relating to the completion of this Agreement as the Vendor may reasonably require, all in form and substance satisfactory to the Purchaser and the Vendor, each acting reasonably and in good faith, provided that none of the Closing Documents shall contain covenants, representations or warranties that are in addition to or more onerous upon either the Vendor or the Purchaser than those expressly set forth in this Agreement.

Purchaser’s Closing Documents. On or before Closing, subject to Before the provisions of this AgreementClosing Date, the Purchaser shall execute or cause will deliver to the Vendors’ Solicitors, to be executed and shall deliver or cause to be delivered to held in escrow as hereinafter provided, the Vendor the following itemsfollowing: (a) the balance Assignment of Leases, duly executed by the Purchase Price in the manner specified in Section 3.2(e)Purchaser; (b) the Assignment and Assumption of Assumed Approved Service Contracts, duly executed by the Purchaser; (c) the Assignment and Assumption of Permitted EncumbrancesQLT Lease, duly executed by the Purchaser as landlord; (d) the Assignment of Rightsdocuments referred to in Sections 10.2(f) and 10.2(i) which require execution by the Purchaser, duly executed by the Purchaser; (e) the Assignment of WarrantiesGST Certificate, duly executed by the Purchaser; (f) a general indemnity from the Transition Services AgreementPurchaser in favour of the Vendors with respect to matters arising from and after the Closing Date in respect of the obligations assumed by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a), (b), (c), (d) and (e) above; (g) a certificate dated the HST Certificate Closing Date of a responsible officer of the Purchaser having knowledge of the facts certifying that to the knowledge of such officer the representations and Indemnitywarranties set out in Section 8.4 are true and correct as at the Closing Date in all material respects and that the Purchaser’s covenants and agreements to be observed or performed on or before the Closing Date pursuant to this Agreement have been duly observed and performed in all material respects, in each case with particulars of any applicable exceptions; (h) a certificate statement of adjustments approved by the Purchaser executed by a senior officer of the Purchaser certifying that the representations and warranties of the Purchaser set out in this Agreement are true and accurate in all material respects as of the Closing Date;Purchaser; and (i) an undertaking by such further documents, certificates and assurances of the Purchaser as may be requisite in the reasonable opinion of the Vendors’ Solicitors to readjust complete the Adjustments; (j) a non-merger agreement with respect to any Purchaser’s representations, warranties and covenants that are stated to survive Closing, as set out herein transactions contemplated by this Agreement; and (k) such further documentation relating to the completion of this Agreement as the Vendor may reasonably require, all in form and substance satisfactory to the Purchaser and the Vendor, each acting reasonably and in good faith, provided that none of the Vendors’ Solicitors have prepared and delivered them to the Purchaser’s Solicitors at least five (5) Business Days prior to the Closing Documents shall contain covenants, representations or warranties that are in addition to or more onerous upon either the Vendor or the Purchaser than those expressly set forth in this AgreementDate.

Purchaser’s Closing Documents. On or before At the Closing, subject to the provisions of this Agreement, the Purchaser shall execute or cause to be executed and shall will deliver or cause to be delivered the following to the Vendor the following itemsVendors: (a) the balance 7.2.1 payment of the Purchase Price in pursuant to Section 2.3, together with any Taxes to be remitted to the manner specified Vendors as contemplated by Section 3.6; 7.2.2 evidence of the receipt of those Material Consents obtained by the Purchaser prior to the Closing, together with any other consents, approvals and authorizations referred to in Section 3.2(e)5.5.1 obtained by the Purchaser; 7.2.3 a certified copy of resolutions of the directors and shareholders (bto the extent required) of the Assignment Purchaser authorizing the purchase of the Purchased Assets as contemplated by this Agreement and Assumption the execution and delivery of Assumed Contractsthis Agreement and all documents required to be executed by the Purchaser pursuant hereto; (c) the Assignment and Assumption of Permitted Encumbrances; (d) the Assignment of Rights; (e) the Assignment of Warranties; (f) the Transition Services Agreement; (g) the HST Certificate and Indemnity; (h) 7.2.4 a certificate of the Purchaser executed by a senior officer of the Purchaser certifying that the accuracy as of the Closing Date of the representations and warranties of the Purchaser set out in this Agreement are true and accurate in all material respects as of the Closing Date; (i) an undertaking performance by the Purchaser of its covenants to readjust be performed at or before the AdjustmentsClosing; (j) a non-merger agreement with respect to any 7.2.5 the Tax Elections executed by the Purchaser’s representations, warranties and covenants that are stated to survive Closing, as set out herein this Agreement; andapplicable; (k) such further documentation relating 7.2.6 the Other Transaction Documents executed by the Purchaser; 7.2.7 a corporate opinion of counsel to the completion of this Agreement as the Vendor may reasonably requirePurchaser, all in form and substance satisfactory to the Vendors and the Purchaser and their respective counsel, acting reasonably, relating inter alia to the Vendor, each acting reasonably corporate status and in good faith, provided that none reporting issuer status of the Closing Documents Purchaser, the due authorization and necessary corporate action for the execution, delivery and performance of this Agreement and the Other Transaction Documents, and the non-violation of applicable law and constating documents as a result of the execution and delivery thereof; and 7.2.8 all deeds, documents of title, conveyances, bills of sale, transfers, assignments, and indentures and other documents necessary or desirable to effect the assignment, transfer and sale of the Purchased Assets as contemplated by this Agreement; the deeds of transfer relating to the Lands to be registered on title shall not contain covenants, representations any additional representation or warranties that are in addition warranty other than those contained herein and such deeds shall be prepared by the Vendors and submitted to or more onerous upon either the Vendor or the Purchaser than those expressly set forth in this Agreementat least ten (10) Business Days prior to Closing; and 7.2.9 such other documents as may be requested by the Vendors, acting reasonably.

Purchaser’s Closing Documents. On or before Closingthe Closing Date, subject Purchaser shall deliver to Seller the provisions following (collectively, "PURCHASER'S CLOSING DOCUMENTS"); (1) payment of the Cash Purchase Price as provided in Section 3(c); (2) duly certified copies of the resolutions adopted by Purchaser's board of directors authorizing the execution, delivery, and due performance of this Agreement, the Purchaser shall execute or cause Agreement and all transactions contemplated hereby and all documents to be executed and shall deliver or cause to be delivered to the Vendor the following items: (a) the balance of the Purchase Price in the manner specified in Section 3.2(e)hereunder by Purchaser at Closing; (b3) the Assignment and Assumption of Assumed Contracts; (c) the Assignment and Assumption of Permitted Encumbrances; (d) the Assignment of Rights; (e) the Assignment of Warranties; (f) the Transition Services Agreement; (g) the HST Certificate and Indemnity; (h) a certificate of the Purchaser instruments executed by a senior officer of the Purchaser certifying that the representations and warranties of the Purchaser set out in this Agreement are true and accurate in all material respects as of the Closing Date; (i) an undertaking by the Purchaser to readjust the Adjustments; (j) a non-merger agreement with respect to any Purchaser’s representations, warranties and covenants that are stated to survive Closing, as set out herein this Agreement; and (k) such further documentation relating to the completion of this Agreement as the Vendor may reasonably require, all in form and substance satisfactory to Seller, whereby Purchaser agrees to assume the Purchaser and the Vendor, each acting reasonably and in good faith, provided that none Assumed Liabilities; (4) an assignment of the Closing Documents shall contain covenantsFacility Lease duly executed by Seller evidencing the assignment and assumption of the Facility Lease by Purchaser; (5) such further instruments as any person to whom Seller is obligated with respect to any Assumed Liability may timely and reasonably request in order to effect the assumption by Purchaser of Seller's obligations thereunder; (6) the License Agreement duly executed by Purchaser; (7) the Purchase Price Escrow Agreement duly executed by Purchaser; and (8) such other documents, representations or warranties that are in addition certificates, instruments, agreements, which Purchaser is required to or more onerous upon either the Vendor deliver to Seller or the Purchaser than those expressly set forth in Scheduled Employees pursuant to this Agreement.

Purchaser’s Closing Documents. On or before At the Closing, subject to the provisions of this Agreement, the Purchaser shall execute or cause deliver to be executed and shall deliver or cause to be delivered to the Vendor Seller the following items:documents duly executed and, where applicable, acknowledged by Purchaser (the documents described in this Section 7.05 being collectively referred to herein as "Purchaser's Closing Documents"): (a) the balance counterparts of the Purchase Price in the manner specified documents described in Section 3.2(e7.03(b), (c) and (f) and Section 7.04 (b), (c) and (d); (b) a receipt for the Assignment and Assumption of Assumed Contractssecurity deposits transferred to Purchaser; (c) a certificate of the Assignment respective secretaries of each corporation comprising Purchaser with respect to (i) the approval by the applicable board of directors of the corporation for which such person is secretary approving the transactions contemplated hereby on behalf of Purchaser and Assumption (ii) the authority of Permitted Encumbrancesthe person(s) executing this Agreement and the other Closing documents on behalf of such corporation; (d) the Assignment appropriate transfer tax returns of RightsPurchaser, duly completed and executed on behalf of Purchaser; (e) a certificate of Purchaser, dated as of the Assignment Closing Date, restating the representations and warranties of WarrantiesPurchaser contained in this Agreement and certifying that such representations and warranties are true in all material respects at and as of the Closing Date, subject, however, to the provisions of Section 4.05 hereof; (f) certified checks, payable to the Transition Services Agreement;order of the appropriate governmental authorities and/or the Title Company as may be directed by Seller, in payment of all amounts payable under Section 8.01 (which shall be credited against the Purchase Price); and (g) if Fee Owner and Net Lessee are directed by Purchaser to execute an Assignment and Assumption of their respective interests in the HST Certificate Operating Lease, a counterpart thereof executed and Indemnity; (h) a certificate of the delivered by Purchaser executed by a senior officer of the Purchaser certifying that the representations and warranties of the Purchaser set out in this Agreement are true and accurate in all material respects as of the Closing Date; (i) an undertaking by the other party thereto (if any) designated by Purchaser in its notice to readjust the Adjustments; (j) a non-merger agreement with respect to any Purchaser’s representations, warranties Fee Owner and covenants that are stated to survive Closing, as set out herein this Agreement; and (k) Net Lessee directing execution and delivery of such further documentation relating to the completion of this Agreement as the Vendor may reasonably require, all in form Assignment and substance satisfactory to the Purchaser and the Vendor, each acting reasonably and in good faith, provided that none of the Closing Documents shall contain covenants, representations or warranties that are in addition to or more onerous upon either the Vendor or the Purchaser than those expressly set forth in this AgreementAssumption.

Purchaser’s Closing Documents. On or before Closingthe Closing Date, subject Purchaser shall deliver to Seller the provisions following (collectively, "PURCHASER'S CLOSING DOCUMENTS"); (1) payment of the Cash Purchase Price as provided in Section 3(c); (2) duly certified copies of the resolutions adopted by Purchaser's board of directors authorizing the execution, delivery, and due performance of this Agreement, the Purchaser shall execute or cause Agreement and all transactions contemplated hereby and all documents to be executed and shall deliver or cause to be delivered to the Vendor the following items: (a) the balance of the Purchase Price in the manner specified in Section 3.2(e)hereunder by Purchaser at Closing; (b3) the Assignment and Assumption of Assumed Contracts; (c) the Assignment and Assumption of Permitted Encumbrances; (d) the Assignment of Rights; (e) the Assignment of Warranties; (f) the Transition Services Agreement; (g) the HST Certificate and Indemnity; (h) a certificate of the Purchaser instruments executed by a senior officer of the Purchaser certifying that the representations and warranties of the Purchaser set out in this Agreement are true and accurate in all material respects as of the Closing Date; (i) an undertaking by the Purchaser to readjust the Adjustments; (j) a non-merger agreement with respect to any Purchaser’s representations, warranties and covenants that are stated to survive Closing, as set out herein this Agreement; and (k) such further documentation relating to the completion of this Agreement as the Vendor may reasonably require, all in form and substance satisfactory to Seller, whereby Purchaser agrees to assume the Purchaser and the Vendor, each acting reasonably and in good faith, provided that none Assumed Liabilities; (4) an assignment of the Closing Documents shall contain covenantsFacility Lease duly executed by Seller evidencing the assignment and assumption of the Facility Lease by Purchaser; (5) such further instruments as any person to whom Seller is obligated with respect to any Assumed Liability may timely and reasonably request in order to effect the assumption by Purchaser of Seller's obligations thereunder; (6) the License Agreement duly executed by Purchaser; (7) the Purchase Price Escrow Agreement duly executed by Purchaser; and EXHIBIT 2.1 (8) such other documents, representations or warranties that are in addition certificates, instruments, agreements, which Purchaser is required to or more onerous upon either the Vendor deliver to Seller or the Purchaser than those expressly set forth in Scheduled Employees pursuant to this Agreement.