Closing Arrangements Sample Clauses
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Closing Arrangements. Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.
Closing Arrangements. Subject to the terms and conditions hereof, the --------------------- transactions contemplated herein shall be closed at the Closing Date at such place or places as may be mutually agreed upon by the Vendor and the Purchaser.
Closing Arrangements. 10.1 The closing of the transactions contemplated herein shall occur no later than the seventh (7th) business day following (i) the date on which all regulatory approvals required to be obtained in connection with the transactions contemplated in and by this Agreement are, in fact, obtained; and (ii) the requirements of Section 7 hereof have been fully satisfied (hereinafter referred to as the "CLOSING DATE"). Notwithstanding the foregoing, each of the parties hereto covenants to use its best efforts to close the transactions herein contemplated on or before June 30, 1997. In the event that the Closing Date has not occurred by August 29, 1997, this Agreement shall be terminated and each of the parties shall be released from all further obligations hereunder, subject to the right of the Purchaser to receive shares of the Vendor as contemplated in Section 11 hereof.
10.2 The closing of the transactions contemplated herein shall occur at 10:00 a.m. (hereinafter referred to as the "TIME OF CLOSING") on the Closing Date, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, located at Suite 2600, Royal Bank Plaza, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ or at such other time or place as may be agreed to in writing by the parties hereto.
10.3 The Purchaser shall withhold and deduct from the purchase price any and all amounts required under Section 1445 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE") and pay such amount to the U.S. Internal Revenue Service. In general, such withholding will be ten percent (10%) of the purchase price. The Purchaser shall be required to make such withholding unless the Vendor is able to satisfy the Purchaser, pursuant to the terms and procedures of Section 1445 and the regulations and administrative procedures thereunder, that such withholding is not required or that a lesser amount of withholding is required.
10.4 At the Effective Date as referred to in section 7.1(o) of this Agreement, the Purchaser shall cause Gold Cap to pay the Vendor US $608,000, which shall constitute full and final payment of all amounts due or owing by Gold Cap to the Vendor.
Closing Arrangements. Subject to the terms and conditions hereof, the Closing shall take place at on the date hereof by the electronic exchange of documents, or at such other place or places as may be mutually agreed upon by all of the Parties.
Closing Arrangements. 7.1 Closing 14 7.2 Vendor’s Closing Deliveries 14 7.3 Purchaser’s Closing Deliveries 14
Closing Arrangements. 6.1 The closing (the "Closing") of the purchase by each Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers may agree upon in writing.
6.2 At the Closing, Burcon shall deliver or cause to be delivered to each Standby Purchaser:
(a) a certificate signed by any two officers of Burcon acceptable to the Standby Purchaser, certifying for and on behalf of Burcon that:
(i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing;
(ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and
(iii) the representations and warranties of Burcon contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Circular;
(b) a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its permitted assignee(s); and
(c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), against payment by the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser pursuant to this Agreement.
Closing Arrangements. Subject to the terms and conditions hereof, the transactions contemplated herein shall be closed at the Closing Time at the offices of MLT A▇▇▇▇▇ LLP, at 30th Floor 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ or at such other place or places as may be mutually agreed on by the Vendors and the Purchaser.
Closing Arrangements. Where each of the Vendor and the Purchaser retain a solicitor to complete this Agreement, and where the transaction will be completed by electronic registration pursuant to Part lII of the ‘Land Registration Reform Act, R.S.O., Chapter L4, and any amendments thereto, the Vendor and the Purchaser acknowledge and agree that the delivery of documents and the release thereof to the Vendor and the Purchaser may, at the solicitor’s discretion: (a) not occur contemporaneously with the registration of the Transfer/Deed (and other registerable documentation); and, (b) be subject to conditions whereby the solicitor receiving documents and/or money will be required to hold them in trust and not release them except in accordance with the terms of a written agreement between their respective solicitors.
Closing Arrangements. If the transaction is to be completed electronically, the following paragraph sets out how the closing is to proceed.
Closing Arrangements. Where each of the Municipality and Purchaser retain a lawyer to complete the Agreement of Purchase and Sale (Land Sale) of the Property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S. O. 1991, Chapter 44, and any amendments thereto, the Municipality and the Purchaser acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Municipality and the Purchaser will:
