Common use of Purchaser’s Closing Documents Clause in Contracts

Purchaser’s Closing Documents. On the Closing Date, Purchaser shall deliver to Seller the following (collectively, "PURCHASER'S CLOSING DOCUMENTS"); (1) payment of the Cash Purchase Price as provided in Section 3(c); (2) duly certified copies of the resolutions adopted by Purchaser's board of directors authorizing the execution, delivery, and due performance of this Agreement and all transactions contemplated hereby and all documents to be executed and delivered hereunder by Purchaser at Closing; (3) instruments executed by Purchaser, in form and substance satisfactory to Seller, whereby Purchaser agrees to assume the Assumed Liabilities; (4) an assignment of the Facility Lease duly executed by Seller evidencing the assignment and assumption of the Facility Lease by Purchaser; (5) such further instruments as any person to whom Seller is obligated with respect to any Assumed Liability may timely and reasonably request in order to effect the assumption by Purchaser of Seller's obligations thereunder; (6) the License Agreement duly executed by Purchaser; (7) the Purchase Price Escrow Agreement duly executed by Purchaser; and EXHIBIT 2.1 (8) such other documents, certificates, instruments, agreements, which Purchaser is required to deliver to Seller or the Scheduled Employees pursuant to this Agreement.

Purchaser’s Closing Documents. On the Closing Date, Purchaser shall deliver to Seller Escrow Agent the following documents (collectivelythe "Purchaser's Closing Documents"): (A) the Deed, "PURCHASER'S CLOSING DOCUMENTS")executed and acknowledged by Purchaser and in recordable form; (1B) payment of the Cash Purchase Price as provided in Section 3(c); (2) duly certified copies of the resolutions adopted by Purchaser's board of directors authorizing the executionLot 3 Option Agreement, delivery, and due performance of this Agreement and all transactions contemplated hereby and all documents to be executed and delivered hereunder by Purchaser at Closing; (3) instruments executed by Purchaser, in form and substance satisfactory to Seller, whereby Purchaser agrees to assume the Assumed Liabilities; (4) an assignment of the Facility Lease duly executed by Seller evidencing the assignment and assumption of the Facility Lease acknowledged by Purchaser; (5C) such further instruments the Memorandum of Lot 3 Option Agreement (as any person to whom Seller is obligated with respect to any Assumed Liability may timely defined in Section 18 below), executed and reasonably request in order to effect the assumption acknowledged by Purchaser of Seller's obligations thereunderand in recordable form; (6D) the Assignment of Wastewater Capacity, executed and acknowledged by Purchaser; (E) the Grant of Lot 3 Access Easement, executed and acknowledged by Purchaser and in recordable form; (F) the ▇▇▇ ▇/▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, executed and acknowledged by Purchaser; (G) the Lot 4 Unit Count Declaration, executed and acknowledged by Purchaser and in recordable form; (H) the Assignment of SMA Requirements Agreement, executed and acknowledged by Purchaser; (I) the Assignment of Water Quality Monitoring Right of Entry, executed and acknowledged by Purchaser; (J) the Trade Name License Agreement duly Agreement, executed by Purchaser; (7K) the Purchaser' Certificates (as defined in Section 15(c) below); (L) a certificate of the corporate secretary of the General Partner (as defined in Section 15(c) below) stating that the Purchaser's Resolutions (as defined Section 15(c) below) were duly adopted by the General Partner's board of directors and evidencing the incumbency of the officers executing this Agreement and the Purchaser's Closing Documents on behalf of the General Partner, as Purchaser's general partner; (M) such other evidence of the authority of Purchaser and/or its officers and representatives as the title company or Seller may reasonably request in connection with Closing; (N) the Purchase Price Escrow Agreement duly Money Note, executed and acknowledged by Purchaser; and EXHIBIT 2.1 (8) such other documents, certificates, instruments, agreements, which Purchaser is required to deliver to Seller or the Scheduled Employees pursuant to this Agreement.;

Purchaser’s Closing Documents. On Before the Closing Date, the Purchaser shall will deliver to Seller the following (collectivelyVendors’ Solicitors, "PURCHASER'S CLOSING DOCUMENTS");to be held in escrow as hereinafter provided, the following: (1a) payment the Assignment of the Cash Purchase Price as provided in Section 3(c); (2) duly certified copies of the resolutions adopted by Purchaser's board of directors authorizing the executionLeases, delivery, and due performance of this Agreement and all transactions contemplated hereby and all documents to be executed and delivered hereunder by Purchaser at Closing; (3) instruments executed by Purchaser, in form and substance satisfactory to Seller, whereby Purchaser agrees to assume the Assumed Liabilities; (4) an assignment of the Facility Lease duly executed by Seller evidencing the assignment and assumption of the Facility Lease by Purchaser; (5) such further instruments as any person to whom Seller is obligated with respect to any Assumed Liability may timely and reasonably request in order to effect the assumption by Purchaser of Seller's obligations thereunder; (6b) the License Agreement Assignment of Approved Service Contracts, duly executed by the Purchaser; (7c) the Purchase Price Escrow Agreement QLT Lease, duly executed by Purchaser; and EXHIBIT 2.1the Purchaser as landlord; (8) d) the documents referred to in Sections 10.2(f) and 10.2(i) which require execution by the Purchaser, duly executed by the Purchaser; (e) the GST Certificate, duly executed by the Purchaser; (f) a general indemnity from the Purchaser in favour of the Vendors with respect to matters arising from and after the Closing Date in respect of the obligations assumed by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a), (b), (c), (d) and (e) above; (g) a certificate dated the Closing Date of a responsible officer of the Purchaser having knowledge of the facts certifying that to the knowledge of such other documents, certificates, instruments, agreements, which Purchaser is required officer the representations and warranties set out in Section 8.4 are true and correct as at the Closing Date in all material respects and that the Purchaser’s covenants and agreements to deliver to Seller be observed or performed on or before the Scheduled Employees Closing Date pursuant to this Agreement have been duly observed and performed in all material respects, in each case with particulars of any applicable exceptions; (h) a statement of adjustments approved by the Purchaser; and (i) such further documents, certificates and assurances of the Purchaser as may be requisite in the reasonable opinion of the Vendors’ Solicitors to complete the transactions contemplated by this Agreement, provided that the Vendors’ Solicitors have prepared and delivered them to the Purchaser’s Solicitors at least five (5) Business Days prior to the Closing Date.

Purchaser’s Closing Documents. On or before the Closing DateClosing, Purchaser shall deliver to Seller Sellers or Escrow Holder, as appropriate, the following (collectively, "PURCHASER'S CLOSING DOCUMENTS"“Purchaser’s Closing Documents”); (1) payment of the Cash Purchase Price as provided in Section 3(c); (2) duly certified copies of the resolutions adopted by Purchaser's board of directors authorizing the execution, delivery, and due performance of this Agreement and all transactions contemplated hereby and all documents to be executed and delivered hereunder by Purchaser at Closing; (3) instruments executed by Purchaser, in form and substance satisfactory reasonably acceptable to SellerSellers: (a) The Purchase Price, whereby Purchaser agrees after crediting the Deposit and all interest earned thereon less any amounts paid pursuant to assume the Assumed Liabilitiesa Reimbursement Request, and after all adjustments and prorations computed in accordance with this Agreement; (4b) an assignment Each of the Facility Equipment Lease duly executed by Seller evidencing Assignment, the assignment Service Contract Assignment and assumption of the Facility Lease by Purchaser; Tenant Leases Assignment, the Lodge Assignment, the Golf Memberships Option Assignment, the Management Agreement Assignment (5) such further instruments as any person to whom Seller is obligated with respect to any Assumed Liability may timely if required under Section 16(c)), and reasonably request in order to effect the assumption by Purchaser of Seller's obligations thereunder; (6) the License Agreement Operational Assignments duly executed by Purchaser; (7c) A Purchaser’s Certificate pursuant to which Purchaser remakes its representatives and warranties under this Agreement as of the Purchase Price Escrow Agreement Closing Date; (d) Each of the ▇▇▇▇ of Sale and the Intangible Property Assignment duly executed by Purchaser; and EXHIBIT 2.1; (8) such e) The Club Member Access Assignment; and (f) Such other documents, certificates, instruments, agreements, which Purchaser is documents and conveyances as are reasonably and customarily required to deliver to Seller or consummate the Scheduled Employees pursuant to this Agreementtransaction contemplated hereunder.

Purchaser’s Closing Documents. On the Closing Date, Purchaser shall deliver to Seller the following (collectively, "PURCHASER'S CLOSING DOCUMENTS"); (1) payment of the Cash Purchase Price as provided in Section 3(c); (2) duly certified copies of the resolutions adopted by Purchaser's board of directors authorizing the execution, delivery, and due performance of this Agreement and all transactions contemplated hereby and all documents to be executed and delivered hereunder by Purchaser at Closing; (3) instruments executed by Purchaser, in form and substance satisfactory to Seller, whereby Purchaser agrees to assume the Assumed Liabilities; (4) an assignment of the Facility Lease duly executed by Seller evidencing the assignment and assumption of the Facility Lease by Purchaser; (5) such further instruments as any person to whom Seller is obligated with respect to any Assumed Liability may timely and reasonably request in order to effect the assumption by Purchaser of Seller's obligations thereunder; (6) the License Agreement duly executed by Purchaser; (7) the Purchase Price Escrow Agreement duly executed by Purchaser; and EXHIBIT 2.1and (8) such other documents, certificates, instruments, agreements, which Purchaser is required to deliver to Seller or the Scheduled Employees pursuant to this Agreement.