Purchaser’s Compliance and Deliverables Clause Samples

Purchaser’s Compliance and Deliverables. The Purchaser shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time, including payment of the Closing Date Payment Amount, and shall have executed and delivered or caused to have been executed and delivered to the Vendor at the Closing a general conveyance and assumption of liabilities agreement substantially in the form of Exhibit A, a transition services agreement in respect of the Vendor’s United States Lease in the form of Exhibit G, the elections referred to in Section 1.12 and 1.13, and all such other assurances, consents, agreements, documents and instruments as may be contemplated by this Agreement or as reasonably required by the Vendor to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Vendor, acting reasonably.

Purchaser’s Compliance and Deliverables. Except to the extent pertaining to the Purchaser’s obligation to pay the Purchase Price pursuant to Article 2, the Purchaser shall have performed and complied in all material respects with all of the terms, covenants and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time, including, for the avoidance of doubt, delivery of the items referenced in Section 4.3, provided that in respect of the Closing Date, to the extent any such terms, covenants and conditions of the Purchaser contain any materiality qualification, such terms, covenants and conditions are performed or compiled with in all material respects without regard to such qualification. With respect to the Purchaser’s obligation to pay the Purchase Price pursuant to Article 2, the Purchaser shall have performed and complied with such covenant and condition in all respects.

Purchaser’s Compliance and Deliverables. The Purchaser shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time, including the issuance of the Consideration Shares to the Vendor, and shall have executed and delivered or caused to have been executed and delivered to the Vendor at the Closing: (a) a general conveyance and assumption of liabilities agreement, (b) evidence of corporate proceedings having been taken by the Purchaser to approve this Agreement and the Transaction; (c) a bring-down certificate of a senior officer of the Purchaser confirming the truth of the representations and warranties in Section 2.2; and (d) all other assurances, consents, agreements, elections, documents and instruments as may be contemplated by this Agreement or as reasonably required by the Vendor to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Vendor, acting reasonably.

Purchaser’s Compliance and Deliverables. The Purchaser shall have performed and complied with all of the terms and conditions in this Article 3 on its part to be performed or complied with at or before the Option Closing Date in all material respects and shall have executed and delivered or caused to have been executed and delivered to the Vendor at the Option Closing all the documents contemplated in Section 3.2 and the Contribution Agreement.

Purchaser’s Compliance and Deliverables. The Purchaser shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time, including payment of the Closing Date Payment Amount, and shall have executed and delivered or caused to have been executed and delivered to the Vendor at the Closing a general conveyance and assumption of liabilities agreement substantially in the form of Exhibit A, a transition services agreement in respect of the Vendor’s Canadian Lease in the form of Exhibit G, an equity support commitment agreement in respect of payment of the Deferred Amount in the form of Exhibit I, the elections referred to in Section 1.12 and Section 1.13, and all such other assurances, consents, agreements, documents and instruments as may be contemplated by this Agreement or as reasonably required by the Vendor to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Vendor, acting reasonably.

Purchaser’s Compliance and Deliverables. The Purchaser shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time, including payment of the amount referred to in Section 1.1(1)(a), and shall have executed and delivered or caused to have been executed and delivered to the Vendor at the Closing all assurances, consents, agreements, documents and instruments as may be contemplated by this Agreement or as reasonably required by the Vendor to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Vendor, acting reasonably.