Common use of Closing and Deliveries Clause in Contracts

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 condition precedent to Closing and for the exclusive benefit of ELEF, at or prior to the Closing Time, VN will deliver or cause to be delivered to ELEF: (i) a certificate of the chief executive officer and chief financial officer of VN certifying the matters set out in Sections 3.11(b) through (e); (ii) an executed copy of the VN Purchased Shares, registered in accordance with Section 3.05(b); (iii) an executed copy of the VN Disclosure Letter; (iv) an executed copy of the Voting Trust Agreement in respect of the ELEF Shares issuable to VN hereunder; (v) a certified copy of the resolutions of the board directors of VN approving the transactions contemplated herein; (vi) a certificate of status for VN dated the Closing Date; (vii) signed copies of all instruments of transfer or other instruments required to effect the transfer of VN’s interest in the Minago Claims and the Minago Leases; (viii) complete detailed drill data log on Minago Claims, all reports (technical and otherwise) related to Minago Claims, a consent letter from VN that allows ELEF full access to Minago related data held by third party; (ix) a purchase price allocation to which VN has agreed; and (x) joint election of the parties to ensure that HST will not apply to the purchase and sale of the Purchased Assets. (d) At the Closing Time, the parties shall deliver such other documents as are typical of a transaction of this nature and that may otherwise be reasonably required by either party.

Closing and Deliveries. (a) Subject to the terms and conditions set forth herein, The closing of the sale transfers and purchase of the Purchased Assets contemplated hereby will deliveries to be made pursuant to this Agreement shall take place at the offices of MLT ▇▇▇▇▇▇ & Tetelman, LLP, counsel to ELEF, at Suite 2600 – ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on March 15, 2000 (the "Closing"), or on such other date and at such other location place as VN may be agreed to by the parties. All proceedings to be taken and ELEF may agree in writingall documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or remotely on or before the date that is five (5) Business Days following the date on which delivered until all of the conditions to Closing provided herein are completed or waivedhave been taken, in writing, (the “Closing Date”), by VN delivered and ELEFexecuted. (bA) As a condition precedent At Closing, the Seller shall deliver to Closing and for Purchaser the exclsuvie benefit of VN, at or prior to the Closing Time, ELEF will deliver or cause to be delivered to VNfollowing documents : (i) a certificate of the chief executive officer ELEF certifying certificates representing the matters set out Shares, together with stock powers duly executed in Sections 3.12(a) and (b)blank; (ii) evidence satisfactory to VN the effective written resignations of each of the US$6,675,000 credit applied to the restructured SDFdirectors and officers of Seller; (iii) C$1,000,000.00the minute books of Seller, minus the Deposit amount including their corporate seals, unissued stock certificates, stock registers, Certificates of C$200,000.00Incorporation, 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,bylaws and corporate minutes; (iv) an executed copy of the Voting Trust Agreement in respect of Seller shall issue to Purchaser and deliver to ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP a certificate representing the VN Purchased SharesEscrow Shares (as defined below); (v) a certified copy of the resolutions of the board directors of ELEF approving the transactions contemplated hereinan original Registration Rights Agreement; (vi) evidence certificates issued by the Secretary of TSX ApprovalState or other similar appropriate governmental department, as to the good standing of Seller; (vii) a certificate the books, records, files and remaining assets of status, or equivalent, for ELEF dated the Closing DateSeller; (viii) such other documents as Purchaser may reasonably request (including resignation of ▇▇▇▇▇ ▇▇▇▇ as a certified copy of the documentation relating to the CHC Debt Purchase; (ix) an indemnity in favour of VN director 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 condition precedent to Closing and for the exclusive benefit of ELEF, at or prior to the Closing Time, VN will deliver or cause to be delivered to ELEF: (i) a certificate of the chief executive officer and chief financial officer change of VN certifying the matters set out in Sections 3.11(b) through (ebank account signatory authority as may be directed by Purchaser); (ii) an executed copy of the VN Purchased Shares, registered in accordance with Section 3.05(b); (iii) an executed copy of the VN Disclosure Letter; (iv) an executed copy of the Voting Trust Agreement in respect of the ELEF Shares issuable to VN hereunder; (v) a certified copy of the resolutions of the board directors of VN approving the transactions contemplated herein; (vi) a certificate of status for VN dated the Closing Date; (vii) signed copies of all instruments of transfer or other instruments required to effect the transfer of VN’s interest in the Minago Claims and the Minago Leases; (viii) complete detailed drill data log on Minago Claims, all reports (technical and otherwise) related to Minago Claims, a consent letter from VN that allows ELEF full access to Minago related data held by third party; (ix) a purchase price allocation certificate of an officer of Seller as to which VN has agreed; andcertain of the representations and warranties set forth in Section 4 hereof (as Purchaser may request), being true and correct on the date of Closing and such other matters as Purchaser may reasonably request; (xB) joint election At Closing, Purchaser shall deliver to Seller the following documents from Purchaser: (i) the Note; (ii) a counterpart of the parties to ensure that HST will not apply to the purchase and sale of the Purchased Assets.Registration Rights Agreement; (diii) At the Closing Time, the parties shall deliver such other documents and instruments as are typical of a transaction of this nature and that the Seller may otherwise be reasonably required by either partyrequest.

Closing and Deliveries. (a) The closing of the sale and purchase of Transactions (the Purchased Assets contemplated hereby will “Closing”) shall take place simultaneously with the execution of this Agreement on the date hereof the (“Closing Date”) at the offices of MLT L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to ELEF18th Floor, at Suite 2600 – One Exchange Square, 8 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇ or at in such other location manner, place, time or date as VN may be mutually agreed upon in writing by the Company 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 ELEFInvestors. (b) As a condition precedent to Closing and for At the exclsuvie benefit of VNClosing, at or prior to the Closing Time, ELEF will Lead Investor shall deliver or cause to be delivered to VNthe Company the following: (i) a certificate promissory note issued and duly executed by the Lead Investor in favor of the chief executive officer ELEF certifying Company (the matters set out “Lead Investor Promissory Note”) in Sections 3.12(a) and (b)an amount equal to $43,365,000; (ii) evidence satisfactory to VN of the US$6,675,000 credit applied to Registration Rights Agreement by and among the restructured SDFCompany and the Investors (the “Registration Rights Agreement”) duly executed by the Lead Investor; (iii) C$1,000,000.00, minus the Deposit amount of C$200,000.00, in consideration for Shareholders Agreement by and among the VN Purchased Shares, payable Company and the Investors (the “Shareholders Agreement”) duly executed 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,the Lead Investor; and (iv) a certificate executed by an executed copy authorized person of the Voting Trust Agreement in respect Lead Investor certifying the resolutions duly adopted by the governing body of the VN Purchased Shares; (v) a certified copy Lead Investor authorizing the Investor’s execution, delivery and performance of the resolutions of Transaction Documents to which the board directors of ELEF approving Lead Investor is a party and the transactions contemplated herein; (vi) evidence of TSX Approval; (vii) a certificate of status, or equivalent, for ELEF dated by 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 Transaction 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 AssetsLead Investor is a party. (c) As a condition precedent to Closing and for At the exclusive benefit of ELEFClosing, at or prior to the Closing Time, VN will Co-Investor shall deliver or cause to be delivered to ELEFthe Company the following: (i) a certificate promissory note issued and duly executed by the Co-Investor in favor of the chief executive officer Company (the “Co-Investor Promissory Note”, and chief financial officer of VN certifying together with the matters set out Lead Investor Promissory Note, the “Promissory Notes”) in Sections 3.11(b) through (e)an amount equal to $43,365,000; (ii) an the Registration Rights Agreement duly executed copy of by the VN Purchased Shares, registered in accordance with Section 3.05(b)Co-Investor; (iii) an the Shareholders Agreement duly executed copy of by the VN Disclosure Letter;Co-Investor; and (iv) an equity commitment letter by and among the Co-Investor, Advantech Master Investment Limited (the “Co-Investor Guarantor”) and the Company (the “Equity Commitment Letter”) duly executed copy of by the Voting Trust Agreement in respect of Co-Investor and the ELEF Shares issuable to VN hereunder;Co-Investor Guarantor; and (v) a certified copy certificate executed by an authorized person of the Co-Investor certifying the resolutions duly adopted by the governing body of the board directors Co-Investor authorizing the Co-Investor’s execution, delivery and performance of VN approving the Transaction Documents to which the Co-Investor is a party and the transactions contemplated herein; (vi) a certificate of status for VN dated by the Closing Date; (vii) signed copies of all instruments of transfer or other instruments required to effect the transfer of VN’s interest in the Minago Claims and the Minago Leases; (viii) complete detailed drill data log on Minago Claims, all reports (technical and otherwise) related to Minago Claims, a consent letter from VN that allows ELEF full access to Minago related data held by third party; (ix) a purchase price allocation Transaction Documents to which VN has agreed; and (x) joint election of the parties to ensure that HST will not apply to the purchase and sale of the Purchased AssetsCo-Investor is a party. (d) At the Closing TimeClosing, the parties Company shall deliver such other documents as are typical or cause to be delivered to the Investors the following: (i) evidence from the Transfer Agent of the issuance of the Shares in the name of the Investors by book entry on the stock ledger of the Company, which shall be subject to the legends contemplated in Section 5.2(c); (ii) the Registration Rights Agreement duly executed by the Company; (iii) the Shareholders Agreement duly executed by the Company; (iv) the Promissory Notes duly executed by the Company; (v) the Equity Commitment Letter duly executed by the Company; (vi) the Fourth Amendment to the Rights Agreement (the “Rights Agreement Amendment”) duly executed by the Company and the Rights Agent; and (vii) a transaction certificate executed by an officer of this nature the Company certifying the resolutions duly adopted by the Board authorizing the Company’s execution, delivery and that may otherwise be reasonably required performance of the Transaction Documents and the transactions contemplated by either partythe Transaction Documents.