Closing and Deliveries Clause Samples

Closing and Deliveries. 11 3.1. Closing 11 3.2. Seller’s Deliveries 11 3.3. Buyer’s Deliveries 12

Closing and Deliveries. 12 SECTION 3.1 Closing ...................................................................................... 12 SECTION 3.2 Sellers' Deliveries .......................................................................... 13 SECTION 3.3 Buyer's Deliveries ........................................................................... 13

Closing and Deliveries. 29 5.1. Date and Place of Closing......................................................................... 29 5.2. Deliveries at Closing by the Shareholders......................................................... 29 5.3.

Closing and Deliveries. 18 3.1 Closing.......................................................................................................18 3.2 Deliveries by Seller....................................................................................19

Closing and Deliveries. (a) The closing of the sale and purchase of the Purchased Assets contemplated hereby will take place at the offices of MLT ▇▇▇▇▇▇ LLP, counsel to ELEF, at Suite 2600 – ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, or at such other location as VN and ELEF may agree in writing, or remotely on or before the date that is five (5) Business Days following the date on which all of the conditions to Closing provided herein are completed or waived, in writing, (the “Closing Date”), by VN and ELEF. (b) As a condition precedent to Closing and for the exclsuvie benefit of VN, at or prior to the Closing Time, ELEF will deliver or cause to be delivered to VN: (i) a certificate of the chief executive officer ELEF certifying the matters set out in Sections 3.12(a) and (b); (ii) evidence satisfactory to VN of the US$6,675,000 credit applied to the restructured SDF; (iii) C$1,000,000.00, minus the Deposit amount of C$200,000.00, in consideration for the VN Purchased Shares, payable by wire transfer to VN counsel in trust by wire transfer to be released to VN upon completion of Minago claim title registration to ELEF, (iv) an executed copy of the Voting Trust Agreement in respect of the VN Purchased Shares; (v) a certified copy of the resolutions of the board directors of ELEF approving the transactions contemplated herein; (vi) evidence of TSX Approval; (vii) a certificate of status, or equivalent, for ELEF dated the Closing Date; (viii) a certified copy of the documentation relating to the CHC Debt Purchase; (ix) an indemnity in favour of VN and its Affiliates for any Claims that CHC may have against VN or any of its Affiliates after the Closing Date in respect of the SDF or the SDF Ancillary Documents in form and substance satisfactory to VN; (x) all documentation in form and substance satisfactory to VN required to complete the SDF Restructuring; (xi) a partial release of ELEF’s security interest in and to the Purchased Assets that are subject to the SDF and the SDF Ancillary Documents; (xii) a partial discharge verification statement relating to the partial release referred to in Section 3.09(b)(x) of ELEF’s perfection registration under all applicable personal property registries and equivalent for any other applicable title, registration or filing system; (xiii) a purchase price allocation to which ELEF has agreed; (xiv) joint election of the parties to ensure that HST will not apply to the purchase and sale of the Purchased Assets. (c) As a conditi...

Closing and Deliveries. The Closing. The closing (the "Closing") of the transactions contemplated hereunder shall take place simultaneously with the execution of this Agreement at such place as the Parties hereto may agree, provided, however, time is of the essence and the Closing shall not be later than ten (10) days from the date of this Agreement.

Closing and Deliveries. (a) The closing of the Transactions (the “Closing”) shall take place simultaneously with the execution of this Agreement on the date hereof (“Closing Date”) at ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 18th Floor, One Exchange Square, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or in such other manner, place, time or date as may be mutually agreed upon in writing by the Company and the Investor. (b) At the Closing, the Investor shall deliver or cause to be delivered to the Company the following: (i) the Registration Rights Agreement by and between the Company and the Investor (the “Registration Rights Agreement”) duly executed by the Investor; and (ii) the Purchase Price, by wire transfer of immediately available funds in accordance with written instructions set forth on Schedule 2.2(b)(iii) hereto. (c) At the Closing, the Company shall deliver or cause to be delivered to the Investor the following: (i) an email to the Company Registrar (copying the Investor) with instructions to the Company Registrar to update the register of members of the Company to reflect the Investor’s ownership of the Shares; (ii) evidence from the Company Registrar of the issuance of the Shares in the name of the Investor on the register of members of the Company (which may be delivered by way of electronic mail), which shall be subject to the legends contemplated in Section 5.2(c); and (iii) the Registration Rights Agreement duly executed by the Company.

Closing and Deliveries. Subject to the satisfaction or waiver of all of the conditions set forth in Article 7, the Closing shall take place as promptly as practicable after the expiration of the Offer, or on such later date and time as may be mutually agreed by the parties within five Business Days after the last to occur of satisfaction or waiver of the respective conditions set forth in Article 7. Such Closing shall occur at the offices of Sidley & Austin, One ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place and time as Investor and the Company agree in writing.

Closing and Deliveries. 3.1 Closing 3.2 Deliveries by Seller and the Company 3.3 Deliveries by Buyer