Common use of Post-Closing Transactions Clause in Contracts

Post-Closing Transactions. Immediately after the Closing Date and on or before the filing deadlines therefore the Company and Purchaser shall file with all securities regulatory authorities having jurisdiction: 1. ▇▇▇▇ completed and executed Form 20s with the British Columbia and Ontario Securities Commissions disclosing the issuance to the Vendors of the common shares of the Purchaser; 2. a duly completed and executed Current Report on Form 8-K with the SEC containing the information required by Item 2 thereof and the historical audited and unaudited financial statements of the Company as required by Item 7(a) thereof (collectively, the "Financial Statements") and the PRO FORMA financial statements of the Company and Purchaser as required by Item 7(b) thereof. The Financial Statements (including the notes thereto) shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods and be consistent with the books and records of the Company. The auditors who report on the Financial Statements shall be independent public accountants with respect to the Company and their reports shall conform with the requirements of the Securities Act and the regulations thereunder; and 3. such other documents, reports and filings as may be necessary to comply with applicable securities legislation. For a period of one year after the Closing Date the Company and the Purchaser shall not repay, directly or indirectly, their shareholders, directors or officers any indebtedness incurred to them during the period July 1, 1998 to the Closing Date other than travel and entertainment expenses incurred by them on behalf of the Company in the ordinary course of the Business. The Purchaser and the Company shall repay and the Vendors shall cause them to repay all indebtedness incurred to Quest Management Corp. and Quest Ventures Ltd. in accordance with paragraph C.18 of this agreement.