Common use of Receipt of Closing Documents Clause in Contracts

Receipt of Closing Documents. (a) The Purchaser shall have delivered to the Vendors: (i) the Promissory Note in accordance with Section 2.3(a)(iii); (ii) a certificate dated within 2 days before the Closing Date from the appropriate office of the jurisdiction of organization of the Purchaser, certifying that the Purchaser is validly existing and in good standing under the laws of such jurisdiction; (iii) a certificate of a senior officer of the Purchaser (in such capacity and without personal liability), in form and substance reasonably satisfactory to the Vendors certifying: (i) as to the articles of the Purchaser; (ii) that the board of directors (and, if required, shareholders) of the Purchaser has adopted resolutions (in a form attached to such certificate) authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein, which resolutions are in full force and effect and have not been superseded, amended or modified as of the Closing Date; and (iii) as to the incumbency and signatures of the officers of the Purchaser executing this Agreement and the other transaction documents contemplated herein; (iv) the Indemnity Escrow Agreement duly executed by the Purchaser; (v) the Release Escrow Agreement duly executed by the Purchaser; (vi) such other documents as may be reasonably necessary and consistent with the terms of this Agreement in order to complete the transactions contemplated herein; and (vii) the Side Letter Agreement duly executed by the Purchaser. (b) The Purchaser shall deliver to the Escrow Agent certificates representing the Consideration Shares in accordance with Article II. If any of the foregoing conditions in this Article IX have not been fulfilled by Closing, the Vendors may terminate this Agreement by notice in writing to the Purchaser, in which event the Vendors are released from all of their obligations under this Agreement, and unless the Vendors can show that the condition relied upon could easily have been performed by the Purchaser, the Purchaser is also released from all of its obligations under this Agreement. Notwithstanding the foregoing, the Vendors may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfillment of any other condition, in whole or in part, to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.

Receipt of Closing Documents. (a) The Purchaser Vendors and the Company shall have delivered to the VendorsPurchaser: (ia) the Promissory Note Purchased Shares accompanied by irrevocable share transfer powers of attorney duly executed in accordance with Section 2.3(a)(iii)blank; (iib) a certificate dated within 2 two days before the Closing Date from the appropriate office of the jurisdiction of organization of each of the PurchaserAcquired Companies, certifying that the Purchaser such Acquired Company is validly existing and in good standing under the laws of such jurisdiction; (iiic) a certificate of a senior officer of the Purchaser Company (in such capacity and without personal liability), in form and substance reasonably satisfactory to the Vendors Purchaser certifying: (i) as to the articles of the PurchaserCompany; (ii) that the board of directors (and, if required, shareholders) of the Purchaser Company has adopted resolutions (in a form attached to such certificate) authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein, which resolutions are in full force and effect and have not been superseded, amended or modified as of the Closing Date; and (iii) as to the incumbency and signatures of the officers of the Purchaser Company executing this Agreement and the other transaction documents contemplated herein; (ivd) from each of the directors, officers of the Acquired Companies, a resignation from his positions with such Acquired Company and releases in favour of the Acquired Companies and the Purchaser in form and substance satisfactory to the Purchaser; (e) the consents of all parties to the Contracts other than the applicable Acquired Company to the change in control of such Acquired Company, each in a form satisfactory to the Purchaser; (f) the Indemnity Escrow Agreement duly executed by the Purchaser; (v) the Release Escrow Agreement duly executed by the Purchaser; (vi) such other documents as may be reasonably necessary and consistent with the terms of this Agreement in order to complete the transactions contemplated herein; and (vii) the Side Letter Agreement duly executed by the Purchaser. (b) The Purchaser shall deliver to the Escrow Agent certificates representing the Consideration Shares in accordance with Article II. If any each of the foregoing conditions in this Article IX have not been fulfilled by Closing, the Vendors may terminate this Agreement by notice in writing to the Purchaser, in which event the Vendors are released from all of their obligations under this Agreement, and unless the Vendors can show that the condition relied upon could easily have been performed by the Purchaser, the Purchaser is also released from all of its obligations under this Agreement. Notwithstanding the foregoing, the Vendors may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfillment of any other condition, in whole or in part, to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.Vendors;