AUTHORIZES AND DIRECTS. the Monitor, as soon as practicable after Closing, to remit (i) to the applicable counterparty(ies) to each Assigned Contract, the Cure Costs received by the Monitor from the Purchaser on Closing, and (ii) to the Vendors for remittance to the applicable taxing authorities in accordance with Applicable Law, the GST/HST and QST (if any is payable) received by the Monitor from the Purchaser on Closing, in the case of clause (i), in the amounts and to the persons as directed by the Purchaser and Vendor in writing to the Monitor on Closing. [24] ORDERS that for the purposes of determining the nature and priority of the Encumbrances, the balance of the Proceeds remaining following deduction for the Cure Costs and GST/HST and QST (if any is payable) that are remitted by the Monitor pursuant to Paragraph 23 of this Order (the “Net Proceeds”) shall stand in the place and stead of the Purchased Assets, and that upon the issuance of the Certificate, all Encumbrances except for the Permitted Encumbrances shall attach to the Net Proceeds with the same priority as they had with respect to the Purchased Assets immediately prior to the Closing, as if the Purchased Assets had not been sold and remained in the possession or control of the person having that possession or control immediately prior to the Closing. [25] ORDERS that, following the issuance of the Certificate, the Purchaser shall have no recourse or claim of any kind against the Net Proceeds.
Appears in 1 contract
Sources: Asset Purchase Agreement
AUTHORIZES AND DIRECTS. the Monitor to receive and hold the Purchase Price and to remit the Purchase Price in accordance with the provisions of this Order. [17] ORDERS that any amounts payable to the Vendors in accordance with the Purchase Agreement (the “Proceeds”) shall be remitted to the Monitor and shall, subject to the provisions of this Order, be held by the Monitor on behalf of the Vendors pending further order of the Court. [18] AUTHORIZES AND DIRECTS the Monitor, as soon as practicable after Closing, to remit (i) to the applicable counterparty(ies) to each Assigned Contract, the Cure Costs received by the Monitor from the Purchaser on Closing, and (ii) to the Vendors for remittance to the applicable taxing authorities in accordance with Applicable Law, the GST/HST and QST Transfer Taxes (if any is are payable) received by the Monitor from the Purchaser on Closing, Closing as set out in the case Conditions Certificates and, when required pursuant to Section 3.4 of clause (i)the Purchase Agreement, to remit any amounts held by the Monitor in trust pursuant to Section 3.4(7) of the amounts Purchase Agreement and payable to the persons as directed by Receiver General for Canada for the Purchaser and Vendor account of Wabush Iron in writing to accordance with Section 3.4 of the Monitor on ClosingPurchase Agreement. [2419] ORDERS that for the purposes of determining the nature and priority of the Encumbrances, the balance of the Proceeds remaining following deduction for the Cure Costs and GST/HST and QST Transfer Taxes (if any is payable) are paid by the Purchaser to the Monitor on Closing), the remittance of any amounts to the Receiver General for Canada and other amounts that are remitted by the Monitor pursuant to Paragraph 23 [18] of this Order (the “Net Proceeds”) shall stand in the place and stead of the Purchased Assets, and that upon the issuance of the Certificate, all Encumbrances except for the Permitted Encumbrances shall attach to the Net Proceeds with the same priority as they had with respect to the Purchased Assets immediately prior to the Closing, as if the Purchased Assets had not been sold and remained in the possession or control of the person Person having that possession or control immediately prior to the Closing. [2520] ORDERS that, following the issuance of the Certificate, the Purchaser shall have no recourse or claim of any kind against the Net Proceeds.
Appears in 1 contract
Sources: Asset Purchase Agreement
AUTHORIZES AND DIRECTS. the Monitor, as soon as practicable after Closing, to remit (i) to the applicable counterparty(ies) to each Assigned Contract, the Cure Costs received by the Monitor from the Purchaser on Closing, and (ii) to the Vendors for remittance to the applicable taxing authorities in accordance with Applicable Law, the GST/HST and QST Transfer Taxes (if any is are payable) received by the Monitor from the Purchaser on Closing, Closing as set out in the case Conditions Certificates, at the direction of, and on behalf of clause (i)the Vendors, and, if required pursuant to Sections 3.4 and 3.5 of the Purchase Agreement, to remit any amounts held by the Monitor in trust pursuant to Sections 3.4(7) and 3.5(7) of the amounts Purchase Agreement and payable to the Receiver General for Canada and to the persons as directed by Ministère du Revenu (Québec) for the Purchaser account of Wabush Iron in accordance with Sections 3.4 and Vendor in writing to 3.5 of the Monitor on ClosingPurchase Agreement. [2421] ORDERS that for the purposes of determining the nature and priority of the Encumbrances, the balance of the Proceeds remaining following deduction for the Cure Costs and GST/HST and QST Transfer Taxes (if any is payable) are paid by the Purchaser to the Monitor on Closing), the remittance of any amounts to the Receiver General for Canada, the Ministère du Revenu (Québec), and other amounts that are remitted by the Monitor pursuant to Paragraph 23 [19] of this Order (the “Net Proceeds”) shall stand in the place and stead of the Purchased Assets, and that upon the issuance of the Certificate, all Encumbrances except for the Permitted Encumbrances shall attach to the Net Proceeds with the same priority as they had with respect to the Purchased Assets immediately prior to the Closing, as if the Purchased Assets had not been sold and remained in the possession or control of the person Person having that possession or control immediately prior to the Closing. [2522] ORDERS that, following the issuance of the Certificate, the Purchaser shall have no recourse or claim of any kind against the Net Proceeds.
Appears in 1 contract
Sources: Asset Purchase Agreement