Common use of Vendor’s Closing Documents Clause in Contracts

Vendor’s Closing Documents. At Closing, the Vendor will deliver the following to the Purchaser, executed by the Vendor, as the case may be: (a) share certificates representing the Purchased Shares endorsed for transfer to the Purchaser or accompanied by such separate instruments of transfer, assignment, transfer or other documents duly executed as may be necessary to assign and transfer the Purchased Shares to the Purchaser; (b) the Shareholders’ Agreement duly executed by the Vendor; (c) resolutions of the director(s) of the Vendor authorizing the transfer of the Purchased Shares to the Purchaser (or as otherwise directed by the Purchaser) and a certified copy of such resolutions; (d) resolutions of the director(s) of the Corporation authorizing the appointments of Xxxxx Xx as its directors; (e) resignations and releases of all existing directors other than Xxxxxx Xxxx and Xxx Xxxx in respect of the Corporation and the M2M Nominees and the General Partners; (f) the Corporate Records (including original share certificates and unit certificates, as applicable) relating exclusively to the Class B Shares and/or the TS1 Shares; (g) a statutory declaration from a director of the Vendor stating that the Vendor is not a non-resident of Canada pursuant to Section 116 of the Tax Act and the Vendor will not receive the Purchase Price or any other payment hereunder for or on behalf of any person that is a non-resident of Canada within the meaning of Section 116 of the Tax Act; (h) a certificate of an officer of the Vendor certifying that the representations and warranties of the Vendor in Section 5.1 are true and correct in all material respects as of the Closing Date; (i) confirmation of the balance of the Cash held by 0000 Xxxxx Xxxxxx Limited Partnership as of the Closing Date; and (j) such further documentation relating to the completion of the purchase and sale of the Purchased Shares, including any such further documents as will be otherwise referred to in this Agreement or as may be required by the Purchaser, acting reasonably.

Vendor’s Closing Documents. At ClosingOn or before closing, subject to the provisions of this Agreement, the Vendor will shall execute or cause to be executed and shall deliver the following or cause to be delivered to the Purchaser, executed by 's solicitor the Vendor, as the case may befollowing: (a) share certificates representing Transfer of the Purchased Shares endorsed for transfer to Property in favour of the Purchaser or accompanied with the Planning Act statements by such separate instruments of transfer, assignment, transfer or other documents duly executed as may be necessary to assign the Vendor and transfer the Purchased Shares to the PurchaserVendor's solicitors included; (b) The Statement of Adjustments together with all documentation required to support the Shareholders’ Agreement duly executed by the Vendorcalculations contained therein; (c) resolutions A certificate of the director(s) an officer of the Vendor authorizing the transfer of the Purchased Shares to the Purchaser (or as otherwise directed by the Purchaser) and a certified copy of such resolutions;confirming: (di) resolutions of the director(s) of the Corporation authorizing the appointments of Xxxxx Xx as its directors; (e) resignations and releases of all existing directors other than Xxxxxx Xxxx and Xxx Xxxx in respect of the Corporation and the M2M Nominees and the General Partners; (f) the Corporate Records (including original share certificates and unit certificates, as applicable) relating exclusively to the Class B Shares and/or the TS1 Shares; (g) a statutory declaration from a director of the Vendor stating that the Vendor is not a non-resident of Canada pursuant to Section 116 of the Tax Act and the Vendor will not receive the Purchase Price or any other payment hereunder for or on behalf of any person that is a non-resident of Canada within the meaning of Section 116 the Income Tax Act (Canada); (ii) that the warranties and representations contained in this Agreement are true correct as at the Closing date; and (iii) that the Property has not been used by the Vendor or any officer, director or shareholder as a matrimonial home as defined in the Family Law Act; (d) A Xxxx of Sale transferring any chattels to the Purchaser; (e) An Assignment of all of the Tax ActVendor's rights under all warranties and guarantees relating to the Property, in form and substance satisfactory to the Purchaser, acting reasonably, insofar as such rights can be assigned, together with the right in favour of the Purchaser to enforce any such unassignable warranties, guarantees or contractual benefits with any legal proceedings initiated by the Purchaser in the name of the Vendor with respect thereto subject to the Purchaser's indemnity of the Vendor regarding any legal costs relating to such legal proceedings; (f) A declaration of possession of a senior officer of the Vendor in a form acceptable to the Purchaser's solicitors, acting reasonably; (g) An assignment of any licences or permits required in connection with the operation of the Property; (h) a certificate of an officer Originals of the Vendor certifying Vendor's Deliveries to the extent that they are in the Vendor's possession; (i) An undertaking and agreement with respect to re-adjustments of any item on or omitted from the Statement of Adjustments and to address any outstanding post-closing matters ("Undertaking Agreement"); (j) Master keys, pass cards, all key cards and security code and like devices in the possession and control of the Vendor; (k) A bring down certificate with respect to the representations and warranties of the Vendor set out in Section 5.1 are true and correct in all material respects as of the Closing Date5.01 above; (il) confirmation of An estoppel certificate from any and all tenants under the balance of the Cash held by 0000 Xxxxx Xxxxxx Limited Partnership as of the Closing Date; andExisting Leases; (jm) such Such further documentation relating to the completion of the purchase deeds, acts, things, certificates and sale of the Purchased Shares, including any such further documents as will be otherwise referred to in this Agreement or assurances as may be required by in the opinion of the Purchaser's solicitors, acting reasonably, in order to carry out the terms of this Agreement.

Vendor’s Closing Documents. At the Closing, the Vendor will deliver the following to the Purchaser, executed by the Vendor, as the case may be: (a) share certificates representing the Purchased Shares Shares, duly endorsed for transfer to the Purchaser; (b) an executed assignment by the Vendor to the Purchaser or accompanied of all of the Vendor's right, title and interest in Shareholder's Advances; (c) a certified copy of a resolution of the directors of the Vendor authorizing the sale of the Purchased Shares as contemplated by such separate instruments this Agreement and the execution and delivery of transfer, assignment, this Agreement and all documents to be executed and delivered by the Vendor pursuant thereto; (d) a certified copy of resolutions of the directors of the Corporation approving the transfer or other documents duly executed as may be necessary to assign and transfer of the Purchased Shares to the Purchaser; (b) the Shareholders’ Agreement duly executed by the Vendor; (c) resolutions of the director(s) of the Vendor authorizing the transfer of the Purchased Shares to the Purchaser (or as otherwise directed by the Purchaser) and a certified copy of such resolutions; (d) resolutions of the director(s) of the Corporation authorizing the appointments of Xxxxx Xx as its directors; (e) resignations and releases of all existing directors other than Xxxxxx Xxxx and Xxx Xxxx in respect officers of the Corporation and the M2M Nominees and the General PartnersCorporation; (f) a certificate of the Corporate Records (including original share certificates President and unit certificates, the Chief Financial Officer of the Vendor as applicable) relating exclusively to the Class B Shares and/or accuracy as of the TS1 SharesClosing Date of the Vendor's representations and warranties and the performance of its covenants to be performed at or before the Closing with particulars of any inaccuracy or non-performance; (g) a statutory declaration from a director the corporate seal and minute books of the Vendor stating that the Vendor is not a non-resident of Canada pursuant to Section 116 of the Tax Act and the Vendor will not receive the Purchase Price or any other payment hereunder for or on behalf of any person that is a non-resident of Canada within the meaning of Section 116 of the Tax ActCorporation; (h) a certificate an opinion of an officer of counsel to the Vendor certifying that and the representations Corporation in form and warranties of substance satisfactory to the Vendor in Section 5.1 are true Purchaser and correct in all material respects as of the Closing Dateits counsel; (i) confirmation an originally executed agreement between the Corporation and the Vendor terminating the management services agreement, and an originally executed agreement between the Corporation and Norske Xxxx Canada Pulp Sales Inc. terminating the sales agency agreement; (j) the Asset Transfer Agreement, amended as provided in section 9.8 and as otherwise agreed to by the Purchaser and the Vendor, both acting reasonably, as may be required in order to properly reflect and implement the terms of the balance of the Cash held by 0000 Xxxxx Xxxxxx Limited Partnership as of the Closing Datethis Agreement; and (jk) such further documentation relating a copy of the election form filed by the Vendor pursuant to section 22 of the Tax Act in respect of the transfer of accounts receivable from the Vendor to the completion of Corporation under the purchase and sale of the Purchased Shares, including any such further documents as will be otherwise referred to in this Agreement or as may be required by the Purchaser, acting reasonablyAsset Transfer Agreement.

Vendor’s Closing Documents. At On or before Closing, subject to the provisions of this Agreement, the Vendor will shall cause to be prepared and the Vendor shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser the following to the Purchaser, executed by the Vendor, as the case may beitems: (a) share certificates representing a registrable transfer/deed(s) of land for the Purchased Shares endorsed for transfer to Property transferring the Purchaser or accompanied by such separate instruments of transfer, assignment, transfer or other documents duly executed as may be necessary to assign and transfer the Purchased Shares Property to the Purchaser, or as it may direct in accordance with this Agreement, and containing the statements by the Vendor and its solicitors contemplated by Sections 50(22)(a) and (b) of the Planning Act (Ontario); (b) a general conveyance with respect of the Shareholders’ Agreement duly executed by the VendorChattels; (c) resolutions of the director(s) of the Vendor authorizing the transfer of the Purchased Shares to the Purchaser (or as otherwise directed by the Purchaser) and a certified copy of such resolutionsindemnity contemplated in Section 5.2; (d) resolutions a certificate of the director(s) of the Corporation authorizing the appointments of Xxxxx Xx as its directors; (e) resignations and releases of all existing directors other than Xxxxxx Xxxx and Xxx Xxxx in respect of the Corporation and the M2M Nominees and the General Partners; (f) the Corporate Records (including original share certificates and unit certificates, as applicable) relating exclusively to the Class B Shares and/or the TS1 Shares; (g) a statutory declaration from a director an officer of the Vendor stating that having personal knowledge of the facts declared wherein he or she certifies on behalf of the Vendor (and without personal liability) that, at Closing: (i) the Vendor is not a non-resident of Canada pursuant to Section within the meaning and intended purpose of section 116 of the Income Tax Act and (Canada), failing which the Vendor Purchaser will not receive be credited against the Purchase Price with the amount necessary to pay to the Minister of National Revenue to satisfy the Purchaser’s liability under the Income Tax Act (Canada) for tax payable; (ii) the Vendor’s representations, warranties, contained in this Agreement are true and complete in all material respects; (iii) the Permitted Encumbrances have been complied with in all material respects; and (iv) such other matters relating to title that are typically addressed in certificates or any other payment hereunder for or on behalf declarations of any person that is a non-resident possession historically given in real estate transactions in the Province of Canada within Ontario; (e) the meaning Assignment and Assumption of Section 116 Assumed Contracts; (f) the Assignment and Assumption of Permitted Encumbrances; (g) the Tax ActAssignment of Rights; (h) a certificate the Assignment of Warranties; (i) the Transition Services Agreement; (j) an officer assignment of the Vendor certifying that Deliveries made available by the representations Vendor to the Purchaser during the Due Diligence Period (and warranties Extended Due Diligence Period, if and as applicable) including, but not limited to, environmental reports and soil studies; (k) To the extent not previously delivered to the Purchaser pursuant to Section 2.2 or otherwise, all material documents and agreements of the Vendor pertaining to the ownership, operation and development of the Property in Section 5.1 are true the Vendor’s possession and correct in control (including, without limitation operation and maintenance manuals, but excluding any books, files and records unique to cannabis production), along with all material respects as keys and access and alarm codes for the Property or any part thereof; (l) directions to the other parties under the Assumed Contracts respecting the performance of obligations under such Assumed Contracts from and after the Closing Date; (im) confirmation an undertaking by the Vendor to readjust the Adjustments; (n) discharges of all Encumbrances which are not Permitted Encumbrances; (o) a non-merger agreement with respect to the balance of Vendor’s representations, warranties and covenants that are stated to survive Closing, as set out herein this Agreement; (p) the Cash held by 0000 Xxxxx Xxxxxx Limited Partnership as of the Closing DateDecommissioning Report; and (jq) such further documentation other transfers, assignments and documents relating to the completion of the purchase and sale of transactions contemplated by this Agreement as the Purchaser may reasonably require to transfer title to the Purchased Shares, including any such further documents as will be otherwise referred Assets from the Vendor to in this Agreement or as may be required by the Purchaser, all in form and substance satisfactory to the Purchaser and the Vendor, each acting reasonablyreasonably 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.

Vendor’s Closing Documents. At On or before Closing, subject to the provisions of this Agreement, the Vendor will shall execute or cause to be executed and shall deliver the following or cause to be delivered to the Purchaser or Purchaser’s Solicitors the following, executed by the Vendor, and as the case may beappropriate: (a) share certificates representing a registrable transfer of an undivided 100% legal and beneficial interest in the Purchased Shares endorsed for transfer to Lands in favour of the Purchaser or accompanied by such separate instruments of transfer, assignment, transfer or other documents duly executed as may be necessary to assign and transfer the Purchased Shares to Purchaser directs (the Purchaser“Transfer”); (b) the Shareholders’ Agreement duly executed by the VendorVTB Mortgage; (c) resolutions of the director(s) of the Vendor authorizing the transfer of the Purchased Shares an assignment and assumption agreement with respect to the Purchaser (or as otherwise directed by the Purchaser) Permitted Encumbrances and a certified copy of such resolutionsWarranties; (d) resolutions any specific assignment and assumption agreements that may be required by the terms of the director(s) of the Corporation authorizing the appointments of Xxxxx Xx as its directorsany Permitted Encumbrance; (e) resignations and releases of all existing directors other than Xxxxxx Xxxx and Xxx Xxxx a general conveyance in respect of the Corporation and the M2M Nominees and the General PartnersChattels; (f) the Corporate Records (including original share certificates and unit certificates, as applicable) relating exclusively to the Class B Shares and/or the TS1 Shares; (g) a statutory declaration from a director certificate of an officer confirming the Vendor stating that the Vendor (i) is not a non-resident of Canada pursuant to Section 116 of the Tax Act and the Vendor will not receive the Purchase Price or any other payment hereunder for or on behalf of any person that is a non-resident of Canada within the meaning of Section 116 of the Income Tax ActAct (Canada), and (ii) is receiving the Purchase Price for its own account and not as an agent, trustee or otherwise on behalf of another Person; (g) an undertaking to readjust following Closing; (h) a certificate of an officer direction to the Purchaser regarding payment of the Vendor certifying that the representations and warranties balance of the Vendor in Section 5.1 are true and correct in all material respects as of the Closing DatePurchase Price; (i) confirmation all keys to the Building and original executed copies of any Warranties in the possession or control of the balance of the Cash held by 0000 Xxxxx Xxxxxx Limited Partnership as of the Closing DateVendor; and (j) such further documentation relating all other conveyances, documents and deliverables which are required and which the Purchaser has requested on or before the Closing Date to give effect to the completion of the purchase proper sale, transfer, assignment and sale conveyance of the Purchased Shares, including any such further documents as will be otherwise referred Assets by the Vendor to in this Agreement or as may be required by the Purchaser, acting reasonablyfree and clear of all Encumbrances other than Permitted Encumbrances.

Vendor’s Closing Documents. At On or before Closing, subject to the provisions of this Agreement, the Vendor will shall execute or cause to be executed and shall deliver the following or cause to be delivered to the Purchaser, executed by 's Solicitors the Vendor, as the case may befollowing: (a) share certificates representing the Purchased Shares endorsed for transfer a registerable Transfer/Deed of Land conveying title to the Purchaser or accompanied by such separate instruments of transfer, assignment, transfer or other documents duly executed as may be necessary to assign and transfer the Purchased Shares Property to the Purchaser; (b) the Shareholders’ Agreement duly executed by the Vendorfinal statement of Adjustments; (c) resolutions of the director(s) a certificate of the Vendor authorizing the transfer of the Purchased Shares to the Purchaser (or as otherwise directed by the Purchaser) and a certified copy of such resolutions; (d) resolutions of the director(s) of the Corporation authorizing the appointments of Xxxxx Xx as its directors; (e) resignations and releases of all existing directors other than Xxxxxx Xxxx and Xxx Xxxx in respect of the Corporation and the M2M Nominees and the General Partners; (f) the Corporate Records (including original share certificates and unit certificates, as applicable) relating exclusively to the Class B Shares and/or the TS1 Shares; (g) a statutory declaration from a director of the Vendor stating confirming that the Vendor is not a non-resident of Canada pursuant to Section 116 of the Income Tax Act and (Canada); (d) a direction by the Vendor will not receive for payment of the balance of the Purchase Price or any due on Closing, if payable to a person other payment hereunder for or than the Vendor; (e) an undertaking by the Vendor to readjust all items on the statement of Adjustments; (f) a certificate executed by a senior officer of the Vendor on behalf of any person the Vendor and without personal liability setting out that is a non-resident of Canada within the meaning of Section 116 each of the Tax ActVendor's representations and warranties contained in this Agreement are true as at Closing; (g) the assignment of Assumed Contracts, if any; (h) a certificate of an officer of the Vendor certifying that the representations and warranties of the Vendor in Section 5.1 are true and correct in all material respects as of the Closing Datenotice to Third Parties to Assumed Contracts re: assignment; if any; (i) confirmation registrable discharges of all encumbrances which are not Permitted Encumbrances, provided that the personal undertaking of the balance of Vendor’s Solicitor shall be acceptable with respect to certain Liens in accordance with Section 4.4 above; (j) a duplicate key and other access codes and devices to the Cash held by 0000 Xxxxx Xxxxxx Limited Partnership as of the Closing DateBuilding; and (jk) such further documentation relating all other conveyances and other documents which the Purchaser reasonably requires and which the Purchaser has requested the Vendor to deliver by written notice provided to the completion Vendor not less than five (5) Business Days prior to Closing, to give effect to the proper transfer, assignment and conveyance of the purchase and sale of the Purchased Shares, including any such further documents as will be otherwise referred to in this Agreement or as may be required Property by the Purchaser, Vendor to the Purchaser free and clear of all encumbrances other than Permitted Encumbrances. All documentation shall be in form and substance acceptable to the Purchaser and the Vendor acting reasonablyreasonably and in good faith.