Purchaser’s Covenant. The Purchaser shall: (a) prior to the Closing Date: (i) execute and deliver such assignment and assumption agreements and applications for consents in such form and content as may be reasonably required by the Vendors to obtain the consents, approvals, waivers, novations and re-issues, referred to in section 5.5; and (ii) diligently and in good faith use its best efforts to obtain the Regulatory Approvals and to complete the Initial Public Offering prior to the Closing Date. (b) execute a joint election made by each Vendor as transferor and by the Purchaser as transferee under subsection 85(1) of the Income Tax Act of Canada (the “Act”) at such agreed amount as may be designated by such Vendor within the limits allowed thereunder (or such subsection of the Act, as may be mutually agreed upon by the both parties to this Agreement), respecting the transfer of the Royalty to the Purchaser by such Vendor, as such amount may be determined by such Vendor in conformity with the provisions of such subsection, or such other subsection of the Act, as may be agreed upon by both parties to this Agreement.
Appears in 3 contracts
Samples: Royalty Purchase Agreement (International Royalty Corp), Royalty Purchase Agreement (International Royalty Corp), Royalty Purchase Agreement (International Royalty Corp)
Purchaser’s Covenant. The Purchaser shall:
(a) prior to the Closing Date:
(i) execute and deliver such assignment and assumption agreements and applications for consents in such form and content as may be reasonably required by the Vendors Vendor to obtain the consents, approvals, waivers, novations and re-issues, referred to in section 5.5; and
(ii) diligently and in good faith use its best efforts to obtain the Regulatory Approvals and to complete the Initial Public Offering prior to the Closing Date.;
(b) if requested by the Vendor execute a joint election made by each the Vendor as transferor and by the Purchaser as transferee under subsection 85(1) of the Income Tax Act of Canada (the “Act”) at such agreed amount as may be designated by such the Vendor within the limits allowed thereunder (or such subsection of the Act, as may be mutually agreed upon by the both parties to this Agreement), respecting the transfer of the Royalty to the Purchaser by such the Vendor, as such amount may be determined by such the Vendor in conformity with the provisions of such subsection, or such other subsection of the Act, as may be agreed upon by both parties to this Agreement.. DM_VAN/237461-00001/6298157.6
Appears in 1 contract
Samples: Royalty Purchase Agreement (International Royalty Corp)
Purchaser’s Covenant. The Purchaser shall:
(a) prior to the Closing Date:
(i) execute and deliver such assignment and assumption agreements and applications for consents in such form and content as may be reasonably required by the Vendors to obtain the consents, approvals, waivers, novations and re-issues, referred to in section 5.5; and
(ii) diligently and in good faith use its best efforts to obtain the Regulatory Approvals and to complete the Initial Public Offering prior to the Closing Date.
(b) execute a joint election made by each Vendor as transferor and by the Purchaser as transferee under subsection 85(1) of the Income Tax Act of Canada (the “Act”) at such agreed amount as may be designated by such Vendor within the limits allowed thereunder (or such subsection of the Act, as may be mutually agreed upon by the both parties to this Agreement), respecting the transfer of the Royalty DM_VAN/237461-00001/6303642.7 to the Purchaser by such Vendor, as such amount may be determined by such Vendor in conformity with the provisions of such subsection, or such other subsection of the Act, as may be agreed upon by both parties to this Agreement.
Appears in 1 contract
Samples: Royalty Purchase Agreement (International Royalty Corp)