Common use of Closing and Conditions of Closing Clause in Contracts

Closing and Conditions of Closing. The parties intend that the closing of the Proposed Transaction (the "Closing") will occur in tranches with the first tranche of funding from the Purchaser occurring on or before April 4, 2016, or such other date as the parties shall mutually agree (the "Closing Date"). Prior to the final grant of equity to the Purchaser resulting in the Purchaser acquiring a 50% interest in each of NHMD and SMHI, the following conditions shall have been met: (a) the Purchaser and NHCI will enter into the Definitive Agreements, including a Unanimous Shareholders Agreements in a form satisfactory to both the Purchaser and NHCI providing for, among other things, (i) the Purchaser and NHCI to each appoint two directors of NHMD and SMHI; (ii) subject to the division of the funding required to complete the Dispensary Establishment as described above in Section. 3 herein; (iii) certain decisions (to be defined in the Shareholder Agreements) must be approved by both the Purchaser and NHCI; (iv) a first right of refusal on a sale of an interest in either NHMD or SMHI; (v) a shotgun provision. (b) the final schedule of how the Initial Funds shall be deployed, including: which contractors shall be used to complete the build-out, personnel decisions for the Dispensary (c) all requisite governmental and regulatory approvals of, exemptions from and consents to the Proposed Transaction shall have been obtained, including without limitation, the approval of the IDFPR. (d) the NHMD Shares and SMHI Shares shall be free and clear of all encumbrances; (e) NHCI owns 100 NHMD Shares and 100 SMHI Shares, and other than the shares to be purchased by the Purchaser as so provided for herein, NHMD and SMHI shall have no additional securities or rights to purchase securities issued and outstanding, (f) neither NHMD nor SMHI shall have outstanding any secured debt or securities with claims to their respective cash flows, as the case may be, except for the Seller Mortgage; (g) the Purchaser shall be satisfied, in its sole discretion, with its due diligence investigations of NHMD and SMHI; (h) customary closing certificates and other usual closing documents shall have been delivered.

Closing and Conditions of Closing. (1) The parties intend that the closing Closing of the Proposed Transaction purchase and sale of the Subscription Receipts provided for in this Agreement shall be completed at the offices of ▇▇▇▇▇ ▇▇▇▇ LLP in Toronto, Ontario at the Closing Time. (2) The obligation of the "Closing") will occur in tranches with Underwriters to purchase the first tranche of funding from the Purchaser occurring Subscription Receipts shall be conditional on or before April 4, 2016, or such other date as the parties shall mutually agree (the "Closing Date"). Prior delivery to the final grant of equity to the Purchaser resulting in the Purchaser acquiring a 50% interest in each of NHMD and SMHI, the following conditions shall have been metUnderwriters at such time of: (a) the Purchaser Subscription Receipts, in uncertificated form or in any other manner as may be designated by the Underwriters, registered in the name of CDS & Co. (“CDS”), or in such other name or names as may be designated in writing by the Underwriters. The Underwriters will provide a direction to CDS with respect to the crediting of the Subscription Receipts to the accounts of the CDS participants, as designated by the Underwriters, and NHCI the Corporation will enter into cause the Definitive AgreementsSubscription Receipt Agent to electronically deliver to CDS all or part of the Subscription Receipts, including registered in the name of CDS as nominee, to be held as uncertificated electronic securities in accordance with the rules and procedures of CDS; (b) the opinions contemplated by Section 7; (c) when issued in accordance with the terms of the Subscription Receipt Agreement, the listing of the Unit Shares and Warrant Shares will be, on the Closing Date, subject only to the satisfaction of customary listing conditions imposed by the Exchange; (d) a Unanimous Shareholders Agreements certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation in a form and content satisfactory to both the Purchaser Underwriters and NHCI providing forcounsel to the Underwriters (each acting reasonably), among other things,certifying with respect to: (i) the Purchaser and NHCI to each appoint two directors currently effective constating documents of NHMD and SMHIthe Corporation; (ii) subject to the division necessary corporate approvals of the funding required to complete Corporation and the Dispensary Establishment as described above in Section. 3 hereinoffering of the Subscription Receipts; (iii) certain decisions (to be defined in the Shareholder Agreements) must be approved by both incumbency and signatures of signing persons of authority and officers of the Purchaser and NHCI;Corporation; and (iv) a first right of refusal on a sale of an interest in either NHMD or SMHI; (v) a shotgun provision. (b) such other matters as the final schedule of how the Initial Funds shall be deployed, including: which contractors shall be used to complete the build-out, personnel decisions for the Dispensary (c) all requisite governmental and regulatory approvals of, exemptions from and consents Underwriters may reasonably request at least 48 hours prior to the Proposed Transaction shall have been obtained, including without limitation, the approval of the IDFPR. (d) the NHMD Shares and SMHI Shares shall be free and clear of all encumbrancesClosing Date; (e) NHCI owns 100 NHMD Shares and 100 SMHI Shares, and other than the shares to be purchased certificate contemplated by the Purchaser as so provided for herein, NHMD and SMHI shall have no additional securities or rights to purchase securities issued and outstanding,Section 8(1); (f) neither NHMD nor SMHI shall have outstanding any secured debt or securities with claims to their respective cash flows, as executed Lock-Up Agreements signed by each director and officer of the case may be, except for the Seller MortgageCorporation; (g) such further documentation as contemplated by this Agreement or as counsel to the Purchaser shall be satisfied, in its sole discretion, with its due diligence investigations of NHMD and SMHIUnderwriters may reasonably require at least 48 hours prior to the Closing Date; (h) customary closing the Underwriters’ Commission (which the Corporation hereby acknowledges and agrees the Underwriters shall be entitled to receive as to 50% thereof, at the Closing Time and, as to the remaining 50%, on the Release Date to the Corporation) in consideration of the services to be rendered by the Underwriters in connection with the sale of the Subscription Receipts including, without limitation, acting as underwriters in connection with the sale of the Subscription Receipts and performing administrative work in connection with these matters); (i) the Underwriters’ Expenses (which the Corporation hereby acknowledges and agrees the Underwriters shall be entitled to receive as to the amount then incurred at the Closing Time, and any as yet unpaid Underwriters’ Expenses on the Release Date); (j) certificates representing the Compensation Options, registered in accordance with the written direction of the Underwriters; (k) the Subscription Receipt Agreement, duly executed by the Corporation and other usual closing documents shall have been deliveredthe Subscription Receipt Agent; and (l) the Warrant Indenture, duly executed by the Corporation and the Warrant Agent; against delivery of the Subscription Receipt Agreement by the Underwriters, duly executed by the Lead Underwriter and payment by the Underwriters of the gross amount of the aggregate of the purchase price of $8,000,160 for the Subscription Receipts by delivery of payments by wire or electronic funds transfer in immediately available Canadian dollars payable on a same day basis at par in the City of Toronto to the Subscription Receipt Agent, or as the Subscription Receipt Agent may direct, the Underwriters in writing not less than 24 hours prior to the Closing Time.

Closing and Conditions of Closing. 7.1 The parties intend that the closing Closing of the Proposed Transaction (purchase and sale of the "Closing") will occur in tranches with Offered Units shall be completed at the first tranche offices of funding from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Calgary, Alberta at the Purchaser occurring Closing Time. 7.2 The Closing shall be conditional on the following being delivered to the Underwriters at or before April 4, 2016, or such other date as the parties shall mutually agree (the "Closing Date"). Prior to the final grant of equity to the Purchaser resulting in the Purchaser acquiring a 50% interest in each of NHMD and SMHI, the following conditions shall have been mettime: (a) by the Purchaser and NHCI will enter into Trust, one or more definitive certificates representing in the Definitive Agreements, including a Unanimous Shareholders Agreements aggregate the Offered Units registered in a form satisfactory to both the Purchaser and NHCI providing for, among other things, (i) the Purchaser and NHCI to each appoint two directors of NHMD and SMHI; (ii) subject to the division name of the funding required to complete Lead Underwriter, or in such other name or names as the Dispensary Establishment as described above Underwriters shall notify the Trust in Section. 3 hereinwriting not later than 6:30 a.m. (Calgary time) on the Business Day immediately preceding the Closing Date; (iii) certain decisions (to be defined in the Shareholder Agreements) must be approved by both the Purchaser and NHCI; (iv) a first right of refusal on a sale of an interest in either NHMD or SMHI; (v) a shotgun provision. (b) comfort letters of the final schedule of how Auditor, StarPoint Energy’s Auditors, E3’s Auditors, Selkirk’s Auditors and the Initial Funds Predecessors’ Auditors dated the Closing Date and addressed to the Underwriters in form and content satisfactory to the Underwriters and their counsel, bringing the information contained in the comfort letters referred to in paragraph 3.1(d) forward to the Closing Time provided that such comfort letters shall be deployed, including: which contractors shall be used based on a review by such auditors having a cut-off date not more than two Business Days prior to complete the build-out, personnel decisions for the DispensaryClosing Date; (c) all requisite governmental written confirmation from the Exchange in form and regulatory approvals of, exemptions from and consents substance satisfactory to the Proposed Transaction Underwriters that the Offered Units will at the Closing Time be listed and posted for trading on the Exchange and all conditions other than completion of the Closing and notification thereof to the Exchange shall have been obtained, including without limitation, met to permit the approval of Offered Units to be posted for trading on the IDFPR.Closing Date; (d) the NHMD Shares and SMHI Shares shall be free and clear of all encumbrancescertificates contemplated by section 9; (e) NHCI owns 100 NHMD Shares certificates dated the Closing Date signed by appropriate officers of StarPoint Energy certifying with respect to the currently effective constating documents of the Trust and 100 SMHI Shares, and other than the shares to be purchased by the Purchaser as so provided for herein, NHMD and SMHI shall have no additional securities or rights to purchase securities issued and outstanding, (f) neither NHMD nor SMHI shall have outstanding any secured debt or securities with claims to their respective cash flowsStarPoint Energy, as the case may be, except for all in a form approved by counsel to the Seller MortgageUnderwriters, acting reasonably, the resolutions of the board of directors of StarPoint Energy relevant to the Preliminary Prospectus, the Prospectus, any Supplementary Material and the offering of the Offered Units, the incumbency and signatures of signing officers of StarPoint Energy and with respect to such other matters as the Underwriters may reasonably request; (f) payment of the Underwriters’ Commission in respect of the Offered Units to the Underwriters, by wire transfer, certified cheque(s) or bank draft(s) in immediately available funds, payable on a same day basis at par in the City of Calgary to the Lead Underwriter, or as the Underwriters may direct in writing not later than 7:00 a.m. (Calgary time) on the Business Day immediately preceding the Closing Date; and (g) the Purchaser shall requisite legal opinions, letters and certificates as contemplated herein and such further documentation as may be satisfiedcontemplated herein or as counsel to the Underwriters may reasonably require, against payment of the Purchase Price by wire transfer in its sole discretionimmediately available funds, with its due diligence investigations payable on a same day basis at par in the City of NHMD and SMHI; Calgary to the Trust or as StarPoint Energy may otherwise direct the Underwriters in writing not later than 6:30 a.m. (hCalgary time) customary closing certificates and other usual closing documents shall have been deliveredon the Business Day immediately preceding the Closing Date.

Closing and Conditions of Closing. 7.1 The parties intend that the closing Closing of the Proposed Transaction (purchase and sale of the "Closing") will occur in tranches with Offered Units for shall be completed at the first tranche offices of funding from B▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at the Purchaser occurring Closing Time. 7.2 The Closing shall be conditional on the following being delivered to the Underwriters at or before April 4, 2016, or such other date as the parties shall mutually agree (the "Closing Date"). Prior to the final grant of equity to the Purchaser resulting in the Purchaser acquiring a 50% interest in each of NHMD and SMHI, the following conditions shall have been mettime: (a) the Purchaser and NHCI will enter into the Definitive Agreements, including a Unanimous Shareholders Agreements in a form satisfactory to both the Purchaser and NHCI providing for, among other things, (i) the Purchaser and NHCI to each appoint two directors of NHMD and SMHI; (ii) subject to the division of the funding required to complete the Dispensary Establishment as described above in Section. 3 herein; (iii) certain decisions (to be defined one or more definitive certificates representing in the Shareholder Agreementsaggregate the Offered Units registered in the name of RBC Dominion Securities Inc., or in such other name or names as the Underwriters may notify the Trust in writing at any time until 6:45 a.m. (Calgary time) must be approved by both on the Purchaser and NHCIBusiness Day immediately preceding the Closing Date; (iv) a first right of refusal on a sale of an interest in either NHMD or SMHI; (v) a shotgun provision. (b) a comfort letter of the final schedule of how Auditor dated the Initial Funds Closing Date and addressed to the Underwriters in form and content satisfactory to the Underwriters and their counsel, bringing the information contained in the comfort letter or letters referred to in paragraph 3.1(e) forward to the Closing Time provided that such comfort letter shall be deployed, including: which contractors shall be used based on a review by the Auditor having a cut-off date not more than two Business Days prior to complete the build-out, personnel decisions for the DispensaryClosing Date; (c) all requisite governmental written confirmation in form and regulatory approvals of, exemptions from and consents substance satisfactory to the Proposed Transaction Underwriters that the Offered Units will at the time of Closing be listed for trading on the Exchanges and all conditions other than completion of the Closing and notification thereof to the Exchanges shall have been obtained, including without limitation, met to permit the approval of Offered Units to be posted for trading on the IDFPR.Closing Date; (d) the NHMD Shares and SMHI Shares shall be free and clear of all encumbrancescertificates contemplated by section 9; (e) NHCI owns 100 NHMD Shares certificates dated the Closing Date signed by appropriate officers of the Trust, the Manager and 100 SMHI Sharesthe Corporation certifying with respect to the currently effective constating documents of the Trust, the Manager and other than the shares to be purchased by the Purchaser as so provided for herein, NHMD and SMHI shall have no additional securities or rights to purchase securities issued and outstanding, (f) neither NHMD nor SMHI shall have outstanding any secured debt or securities with claims to their respective cash flowsCorporation, as the case may be, except for all in a form approved by counsel to the Seller MortgageUnderwriters, acting reasonably, the resolutions of the board of directors of each of the Manager and the Corporation relevant to the Preliminary Prospectus, the Prospectus, any Supplementary Material, the offering of the Offered Units and the Relevant Documents, the incumbency and signatures of signing officers of the Trust, the Manager and the Corporation and with respect to such other matters as the Underwriters may reasonably request; (f) payment of the Underwriters’ Commission in respect of the Offered Units to the Underwriters, by wire transfer, certified cheque(s) or bank draft(s) in immediately available funds, payable to RBC Dominion Securities Inc., or as the Underwriters may direct in writing not less than 24 hours prior to the Closing Time, on a same day basis at par in the City of Calgary. The Underwriters shall be entitled to receive the Underwriters’ Commission at the Closing Time in consideration of the services to be rendered by the Underwriters in connection with the sale of the Offered Units, including, without limitation, acting as financial advisors in the preparation of relevant documentation, acting as underwriters in connection with the sale of the Offered Units, and performing administrative work in connection with these matters; and (g) the Purchaser shall requisite legal opinions (including an opinion of Québec counsel), letters and certificates as contemplated herein and such further documentation as may be satisfiedcontemplated herein or as counsel to the Underwriters may reasonably require, against payment of the amount of the Purchase Price by wire transfer, certified cheque(s) or bank draft(s) in its sole discretionimmediately available funds, with its due diligence investigations payable on a same day basis at par in the City of NHMD and SMHI; (h) customary closing certificates and other usual closing documents shall have been deliveredCalgary to the Trust or as the Trust may otherwise direct the Underwriters in writing not less than 48 hours prior to the Closing Time.

Closing and Conditions of Closing. 8.1 The parties intend that the closing Closing of the Proposed Transaction (purchase and sale of the "Closing") will occur in tranches with Offered Securities shall be completed at the first tranche offices of funding from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Calgary, Alberta at the Purchaser occurring Closing Time. 8.2 The Closing shall be conditional on the following being delivered to the Underwriters at or before April 4, 2016, or such other date as the parties shall mutually agree (the "Closing Date"). Prior to the final grant of equity to the Purchaser resulting in the Purchaser acquiring a 50% interest in each of NHMD and SMHI, the following conditions shall have been mettime: (a) by the Purchaser and NHCI will enter into Trust, definitive certificates representing in the Definitive Agreements, including a Unanimous Shareholders Agreements aggregate the Offered Securities registered in a form satisfactory to both the Purchaser and NHCI providing for, among other things, (i) the Purchaser and NHCI to each appoint two directors of NHMD and SMHI; (ii) subject to the division name of the funding required to complete Lead Underwriter, or in such other name or names as the Dispensary Establishment as described above Underwriters shall notify the Trust in Section. 3 hereinwriting not later than 6:30 a.m. (Calgary time) on the Business Day immediately preceding the Closing Date; (iii) certain decisions (to be defined in the Shareholder Agreements) must be approved by both the Purchaser and NHCI; (iv) a first right of refusal on a sale of an interest in either NHMD or SMHI; (v) a shotgun provision. (b) comfort letters of the final schedule of how Auditor, StarPoint Energy’s Auditors, APF’s Auditors, Great Northern’s Auditors, EnCana’s Auditors, E3’s Auditors, Selkirk’s Auditors and Upton’s Auditors dated the Initial Funds Closing Date and addressed to the Underwriters in form and content satisfactory to the Underwriters and their counsel, bringing the information contained in the comfort letters referred to in paragraph 4.1(d) forward to the Closing Time provided that such comfort letters shall be deployed, including: which contractors shall be used based on a review by such auditors having a cut-off date not more than two Business Days prior to complete the build-out, personnel decisions for the DispensaryClosing Date; (c) all requisite governmental written confirmation from the Exchange in form and regulatory approvals of, exemptions from and consents substance satisfactory to the Proposed Transaction shall have been obtained, including without limitation, Underwriters that the approval Offered Securities and the Trust Units issuable under the terms of the IDFPR.Offered Securities are conditionally listed and, upon notification to the Exchange of the issuance and sale thereof, will be posted for trading on the Exchange; (d) the NHMD Shares and SMHI Shares shall be free and clear of all encumbrancescertificates contemplated by paragraph 10; (e) NHCI owns 100 NHMD Shares certificates dated the Closing Date signed by appropriate officers of StarPoint Energy certifying with respect to the currently effective constating documents of the Trust and 100 SMHI Shares, and other than the shares to be purchased by the Purchaser as so provided for herein, NHMD and SMHI shall have no additional securities or rights to purchase securities issued and outstanding, (f) neither NHMD nor SMHI shall have outstanding any secured debt or securities with claims to their respective cash flowsStarPoint Energy, as the case may be, except for all in a form approved by counsel to the Seller MortgageUnderwriters, acting reasonably, the resolutions of the board of directors of StarPoint Energy relevant to the Preliminary Prospectus, the Prospectus, any Supplementary Material and the offering of the Offered Securities, the incumbency and signatures of signing officers of StarPoint Energy and with respect to such other matters as the Underwriters may reasonably request; (f) evidence satisfactory to the Underwriters, acting reasonably, that the Special Interest, if any, will be paid on the Trust Units issuable pursuant to the Offered Receipts, if applicable; (g) evidence satisfactory to the Purchaser shall be satisfiedUnderwriters, acting reasonably, that the EnCana Agreement has not been terminated and that no event has occurred or condition exists which will prevent the EnCana Acquisition from being completed in its sole discretion, with its due diligence investigations of NHMD and SMHIall material respects as contemplated in the EnCana Agreement; (h) customary closing payment by wire transfer, certified cheque(s) or bank draft(s) to the Underwriters of the Underwriters’ Commission payable pursuant to paragraph 2 hereof in respect of the Offered Securities in immediately available funds, payable on a same day basis at par in the City of Calgary to the Lead Underwriter, or as the Underwriters may direct not later than 7:00 a.m. (Calgary time) on the Business Day immediately preceding the Closing Date; and (i) the requisite legal opinions, letters and certificates as contemplated herein and other usual closing documents such further documentation as may be contemplated herein or as counsel to the Underwriters may reasonably require, provided the Underwriters, at the Closing Time, deliver: (A) to the Trust the amount of $60,000,000 by wire transfer, in respect of the Offered Debentures; and (B) to the Escrow Agent, on behalf of the Trust, the amount of $295,200,000 in respect of the Subscription Receipts and $18.00 in respect of each Option Receipt as to which the Underwriters’ Option shall have been deliveredexercised ($25,200,000 if the Underwriters’ Option is exercised in full), in immediately available funds, payable on a same day basis at par in the City of Calgary, or the Underwriters may, in their discretion, deliver by wire transfer the net amount of the Purchase Price less the applicable Underwriters’ Commission.