Common use of Purchaser’s Closing Documents Clause in Contracts

Purchaser’s Closing Documents. Before the Closing Date, the Purchaser will deliver to the Vendors’ Solicitors, to be held in escrow as hereinafter provided, the following: (a) the Assignment of Leases, duly executed by the Purchaser; (b) the Assignment of Approved Service Contracts, duly executed by the Purchaser; (c) the QLT Lease, duly executed by the Purchaser as landlord; (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 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 be observed or performed on or before the 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. Before the Closing Date, the Purchaser will shall deliver to Escrow Agent the Vendors’ Solicitors, to be held in escrow as hereinafter provided, following documents (the following:"Purchaser's Closing Documents"): (aA) the Deed, executed and acknowledged by Purchaser and in recordable form; (B) the Lot 3 Option Agreement, executed and acknowledged by Purchaser; (C) the Memorandum of Lot 3 Option Agreement (as defined in Section 18 below), executed and acknowledged by Purchaser and in recordable form; (D) the Assignment of LeasesWastewater Capacity, duly executed and acknowledged by the Purchaser; (bE) 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 Approved Service ContractsSMA Requirements Agreement, duly executed and acknowledged by the Purchaser; (cI) the QLT LeaseAssignment of Water Quality Monitoring Right of Entry, duly executed and acknowledged by the Purchaser as landlord; (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; (eJ) the GST CertificateTrade Name License Agreement, duly executed by the Purchaser; (fK) 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 Purchaser' Certificates (as defined in Section 4.2 and in the documents referred to in Sections 10.3(a15(c) below), (b), (c), (d) and (e) above; (gL) a certificate dated the Closing Date of a responsible officer of the Purchaser having knowledge corporate secretary of the facts certifying that to the knowledge of such officer the representations and warranties set out General Partner (as defined in Section 8.4 are true and correct as at the Closing Date in all material respects and 15(c) below) stating that the Purchaser’s covenants 's Resolutions (as defined Section 15(c) below) were duly adopted by the General Partner's board of directors and agreements to be observed or performed on or before evidencing the Closing Date pursuant to incumbency of the officers executing this Agreement have been duly observed and performed in all material respectsthe Purchaser's Closing Documents on behalf of the General Partner, in each case with particulars of any applicable exceptionsas Purchaser's general partner; (hM) a statement such other evidence of adjustments approved by the Purchaser; andauthority of Purchaser and/or its officers and representatives as the title company or Seller may reasonably request in connection with Closing; (iN) such further documentsthe Purchase Money Note, certificates executed and assurances of the Purchaser as may be requisite in the reasonable opinion of the Vendors’ Solicitors to complete the transactions contemplated acknowledged 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. Before On or before the Closing DateClosing, Purchaser shall deliver to Sellers or Escrow Holder, as appropriate, the Purchaser will deliver following (“Purchaser’s Closing Documents”), in form and substance reasonably acceptable to the Vendors’ Solicitors, to be held in escrow as hereinafter provided, the followingSellers: (a) The Purchase Price, after crediting the Assignment of LeasesDeposit and all interest earned thereon less any amounts paid pursuant to a Reimbursement Request, duly executed by the Purchaserand after all adjustments and prorations computed in accordance with this Agreement; (b) Each of the Equipment Lease Assignment, the Service Contract Assignment of Approved Service Contractsand the Tenant Leases Assignment, the Lodge Assignment, the Golf Memberships Option Assignment, the Management Agreement Assignment (if required under Section 16(c)), and the Operational Assignments duly executed by the Purchaser; (c) A Purchaser’s Certificate pursuant to which Purchaser remakes its representatives and warranties under this Agreement as of the QLT Lease, duly executed by the Purchaser as landlordClosing Date; (d) Each of the documents referred to in Sections 10.2(f) ▇▇▇▇ of Sale and 10.2(i) which require execution by the Purchaser, Intangible Property Assignment duly executed by the Purchaser; (e) the GST Certificate, duly executed by the Purchaser;The Club Member Access Assignment; and (f) a general indemnity from Such other documents and conveyances as are reasonably and customarily required to consummate 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 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 be observed or performed on or before the 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 transaction 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 Datehereunder.

Purchaser’s Closing Documents. Before On or before the Closing Date, the Purchaser will duly execute and deliver to the Vendors’ Solicitors, to be held in escrow as hereinafter provided, Vendor’s Solicitors the following: (a) a certificate satisfactory to the Assignment Vendor’s Solicitors, acting reasonably, and sufficient to relieve the Vendor from any obligation to collect and remit any Sales Taxes with respect to the sale of Leases, duly executed by the PurchaserResidential Lands to the Purchaser and an indemnity of the Vendor in respect thereof; (b) the Assignment Statement of Approved Service Contracts, duly executed by the PurchaserAdjustments; (c) the QLT Lease, duly executed by Restaurant Restrictive Covenant for registration in the Purchaser as landlordLTO; (d) the documents referred to in Sections 10.2(f) and 10.2(i) which require execution by the Purchaser, duly executed by Option Agreements for registration in the PurchaserLTO; (e) the GST Certificate, duly executed by Rental and Seniors’ Housing Agreements for registration and filing in the PurchaserLTO; (f) a general indemnity from the Purchaser duly executed development servicing agreement and security as described 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(asection 3.2(a), (b), (c), (d) and (e) above; (g) a certificate dated such further and other documents as the Closing Date of a responsible officer of Vendor’s Solicitors, acting reasonably, may require; and the Purchaser having knowledge of the facts certifying that to the knowledge of such 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 be observed or performed on or before the 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 will deliver to the Purchaser’s Solicitors at least five (5) Business Days prior by wire transfer, bank draft or certified trust account cheque drawn on a Canadian chartered bank in British Columbia payable to the Purchaser’s Solicitors, in trust, in an amount equal to the Closing DatePayment, if any (as adjusted in accordance with the Statement of Adjustments).

Purchaser’s Closing Documents. Before On the Closing Date, the Purchaser will shall deliver to Seller the Vendors’ Solicitorsfollowing (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 held in escrow as hereinafter provided, the following:executed and delivered hereunder by Purchaser at Closing; (a3) instruments executed by Purchaser, in form and substance satisfactory to Seller, whereby Purchaser agrees to assume the Assignment Assumed Liabilities; (4) an assignment of Leases, the Facility Lease duly executed by Seller evidencing the assignment and assumption of the Facility Lease by Purchaser; (b5) 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 Assignment of Approved Service Contracts, License Agreement duly executed by the Purchaser; (c7) the QLT Lease, Purchase Price Escrow Agreement duly executed by the Purchaser as landlord;Purchaser; and EXHIBIT 2.1 (d) 8) such other documents, certificates, instruments, agreements, which Purchaser is required to deliver to Seller or 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 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 be observed or performed on or before the Closing Date Scheduled Employees 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. Before On the Closing Date, the Purchaser will shall deliver to Seller the Vendors’ Solicitorsfollowing (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 held in escrow as hereinafter provided, the following:executed and delivered hereunder by Purchaser at Closing; (a3) instruments executed by Purchaser, in form and substance satisfactory to Seller, whereby Purchaser agrees to assume the Assignment Assumed Liabilities; (4) an assignment of Leases, the Facility Lease duly executed by Seller evidencing the assignment and assumption of the Facility Lease by Purchaser; (b5) 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 Assignment of Approved Service Contracts, License Agreement duly executed by the Purchaser; (c7) the QLT Lease, Purchase Price Escrow Agreement duly executed by the Purchaser as landlord; (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 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 be observed or performed on or before the 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) 8) such further other documents, certificates and assurances of certificates, instruments, agreements, which Purchaser is required to deliver to Seller or the Purchaser as may be requisite in the reasonable opinion of the Vendors’ Solicitors Scheduled Employees pursuant 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.