Court File No. CV-20-00635589-00CL
ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)
IN THE MATTER OF Section 101 of the Courts of Justice Act, R.S.O. 1990 c.C.43, as amended, and in the matter of Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended
B E T W E E N:
HSBC BANK CANADA Applicant
- and -
1928306 ONTARIO INC. Respondent
MOTION RECORD (Returnable March 12, 2020)
March 10, 2020 Thornton Grout Finnigan LLP TD West Tower, Toronto-Dominion Centre 100 Wellington Street West, Suite 3200 Toronto, ON M5K 1K7 Fax: (416) 304-1313
D.J. Miller (LSO# 34393P) Email: [email protected] Tel: (416) 304-0559
Puya Fesharaki (LSO #70588L) Email: [email protected] Tel.: (416) 304-7979
Lawyers for BDO Canada Limited, in its capacity as Receiver of 1928306 Ontario Inc.
TO: THIS HONOURABLE COURT
AND TO: THE SERVICE LIST SERVICE LIST (As at March 5, 2020)
TO: THORNTON GROUT FINNIGAN LLP TD West Tower, Toronto-Dominion Centre 100 Wellington Street West, Suite 3200 Toronto, ON M5K 1K7 Fax: (416) 304-1313
D.J. Miller (LSO# 34393P) Email: [email protected] Tel: (416) 304-0559
Puya Fesharaki (LSO #70588L) Email: [email protected] Tel.: (416) 304-7979
Lawyers for the Applicant, HSBC Bank Canada
AND TO: BDO CANADA LIMITED 123 Front Street West Suite 1100 Toronto, ON M5J 2M2 Fax: (416) 865-0904
Gary Cerrato Tel: (416) 369-6058 Email: [email protected]
Interim Receiver
AND TO: STRATFORD CASUAL EATS INC. DBA BOSTON PIZZA 932 Redtail Court Kitchener, ON N2K 0E4
Brian David Haase (Director and Officer) Email: [email protected]
AND TO: 2171445 ONTARIO INC. 932 Redtail Court Kitchener, ON N2K 0E4
Brian David Haase, (Director and Officer) Email: [email protected]
- 2 -
AND TO: 2171445 ONTARIO INC. Boston Pizza Regional Office 651 Montpellier Drive Waterloo, ON N2T 0B3
Brian David Haase, (Director and Officer) Email: [email protected]
AND TO: 2212975 ONTARIO INC. DBA BOSTON PIZZA 932 Redtail Court Kitchener, ON N2K 0E4
Brian David Haase, (Director and Officer) Email: [email protected]
AND TO: 2212975 ONTARIO INC. DBA BOSTON PIZZA Boston Pizza Regional Office 651 Montpellier Drive Waterloo, ON N2T 0B3
Brian David Haase, (Director and Officer) Email: [email protected]
AND TO: 1928306 ONTARIO INC. DBA BOSTON PIZZA 932 Redtail Court Kitchener, ON N2K 0E4
Brian David Haase, (Director and Officer) Email: [email protected]
AND TO: 1928306 ONTARIO INC. DBA BOSTON PIZZA 597 King Street North Waterloo, ON N2V 2N3
Brian David Haase, (Director and Officer) Email: [email protected]
AND TO: BOSTON PIZZA INTERNATIONAL INC. #708 - 1 City Centre Drive Mississauga, ON L5B 1M2 Fax: (905) 848-1440
Felix DeCata (Vice President, National Development) Tel: (905) 361-3608 Email: [email protected]
- 3 -
AND TO: MILLER THOMSON LLP One London Place Suite 2010 London, ON N6A 5R8 Fax: (519) 858-8511
Tony Van Klink Tel: (519) 931-3509 Email: [email protected]
Lawyers for Rambri Management Inc.
AND TO: BLANEY McMURTRY 2 Queen Street East Suite 1500 Toronto ON M5C 3G5 Fax: (416) 596-2044
John C. Wolf Tel: (416) 593-2994 Email: [email protected]
Lawyers for Equitable Life Insurance Company of Canada (landlord of the premises located at 725 Ottawa Street South, Kitchener, ON)
AND TO: MCCARTER GRESPAN BEYNON WEIR PC 675 Riverbend Drive Kitchener, ON N2K 3S3 Fax: (519) 742-1841
Michael Koppeser Tel: (519) 571-8800 Ext. 214 Email: [email protected]
Lawyers for 1659726 Ontario Inc. (landlord of the premises located at 597 King Street North, Waterloo, ON)
- 4 -
AND TO: MCCARTER GRESPAN BEYNON WEIR PC 675 Riverbend Drive Kitchener, ON N2K 3S3 Fax: (519) 742-1841
G. Edward Oldfield Tel: 519-576-7200 Email: [email protected]
Lawyers for Waterloo Commons JV Inc. (landlord of the premises located at 651 Erb Street West, Waterloo, ON)
AND TO: KATZMAN & ASSOCIATES Barristers and Solicitors 393 University Avenue, Suite 2000 Fax: (416) 628-2224
Jessica Hewlett Tel: (416) 593-7604 Email: [email protected]
Michael Katzman Tel: (416) 593-7604 Email: [email protected]
Lawyers for On Deck Capital Canada, Inc. (fka Evolocity Financial Group Inc.)
AND TO: PETKER CAMPBELL POSTNIKOFF 295 Weber Street North Waterloo, ON N2J 3H8 Fax: 1 (519) 886-5674
Jarvis K. Postnikoff Tel: 1 (519) 886-1204 Email: [email protected]
Litigation counsel for 1659726 Ontario Inc. (landlord of the premises located at 597 King Street North, Waterloo, ON) - 5 -
AND TO: LANGLOIS KONRAD INKSTER LLP 14-6645 Kimtimat Road Mississauga, ON L5N 6J3 Fax: (647) 494-7925
Tyler Inkster Tel: (647) 494-4310 Email: [email protected]
Lawyers for 2647476 Ontario Inc. (o/a 4C Developments) (lien claimant in respect of 597 Ling St. North, Waterloo
AND TO: 21165606 ONTARIO INC. Unit A 771 Erie Street Stratford ON N4Z 1A1
AND TO: THE BANK OF NOVA SCOTIA 10 Wright Boulevard Stratford ON N5A 7X9
AND TO: MERIDIAN ONECAP CREDIT CORP. Suite 1500 4710 Kingsway Burnaby BC V5H 4M2
AND TO: TD AUTO FINANCE (CANADA) INC. P.O. Box 4086, Station A Toronto ON M5W 5K3
AND TO: HONDA CANADA FINANCE INC. 180 Honda Boulevard Markham ON L6C 0H9 EMAIL SERVICE LIST
[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]
TAB 1
TAB 2
' . . IN THE MATTER OF Section IOI of the Courts ofJustice Act, R.S.O. 1990 c.C.43, as amended, and in the matter ofSection 47(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended
HSBC BANK CANADA - and STRATFORD CASUAL EATS INC., et al
Applicant Respondents
Court File No. CV-20-([J/?f55'Ff1 -OOCL
ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Proceedings commenced at Toronto
ORDER (Appointing Interim Receiver)
Thornton Grout Finnigan LLP TD West Tower, Toronto-Dominion Centre 100 Wellington Street West, Suite 3200 Toronto, ON M5K 1K7 Fax: (416) 304-1313 D.J. Miller (LSO# 34393P) Email: [email protected] Tel: (416) 304-0559
Puya Fesharaki (LSO #70588L) Email: [email protected] Tel.: ( 416) 304-7979
Lawyers for the Applicant, HSBC Bank Canada
Brian Haase
10,000 Class A Common shares 10,000 Class A Common shares
1928306 Ontario Inc. 2212975 Ontario Inc. operates Boston Pizza at 597 King Street N. operates Boston Pizza at 721 Ottawa Street S. Waterloo Kitchener
10,000 Class A Common shares
100 Class A Common shares
2171445 Ontario Inc. operates Boston Pizza at 651 Erb Street West Waterloo Stratford Casual Eats Inc. operates Boston Pizza at 771 Erie Street Stratford
Renta! Statement
Stonegate P|'operties Inc. 35 Crawford Crescent, PO 117 Effective; March 1, 2020 Campbeltvilfe, ON, LOP 1BO Telephone; 305,854.2022 Fax: (877) 3^)8- 3378 Building: 597 King Street North Unit:
Boston Pizz Business Phone: 519.880.1828
Building! Unit B Waterloo *1,N2V2&5 ^ 1'^ """;:""";^.:i
Date (Pei L Description Amount
Jan 1/20 n 31/2 Net Rent 1: Rent Commercial :$' ,7,916,67 Jan 1/20 n Taxes,Maintenance, Ins., 31/2 TMI ' .'; Mgmt. ,fr ':.•;($•, ;:5,578,72
Feb 1/20 b 29/2 Net Rent Rent Commercial , : ^ , ^i:i: 7,916.67 Feb 1/20 b Taxes,Maintenance, Ins., ;^. 29/2 TMI Mgmt. : • ; . :':: '^^ ;;.5,578.72
Mar I/: Mar 31, Net Rent Rent Commercial i ^: .7,916.67 Mar I/: Taxes/Malntenance, Ins.,
Mar 31. TMI l-,Y.Mgmt,:.:;';.:'.i^,:','^.-.,.,.,..:. ;;^.$1 ..,5/578.72
Legal fees $ 8,000.00
Subtotal $ 48,486.17
HST Charged $ 6,303,20
Area Size: Land Total Due: A 54,789.37
Inc.
^5 Crawford Crescent, PO Box 117, 35 Crawford Crescent, Campbellville, On, LOP 1BO T 905-854-2022 F 1(877) 308-3378 - www.stonegategroup.net
Puya Fesharaki
Subject: FW: Construction Lien - 597 King Street North, Waterloo; Your File No. 200036 [IWOV- Client.FID133461]
From: Tyler Inkster [mailto:[email protected]] Sent: March‐09‐20 7:28 AM To: Puya Fesharaki
Puya,
The amount payable to Langlois Konrad Inkster LLP in trust to be inserted into paragraph 6 of the Draft Approval and Vesting Order is $38,384.31, consisting of $35,256.76 and $3,127.55 in legal fees and disbursements.
I have reviewed the terms of the draft Approval and Vesting Order and consent to the Order as requested, subject to the insert of this amount into paragraph 6.
Please let me know whether you require anything further from me.
TYLER INKSTER | LANGLOIS KONRAD INKSTER LLP | 14-6645 Kitimat Road, Mississauga ON L5N 6J3 | tel 647.494.4310 | cell 416.450.9456 | fax 647.494.7925 | email [email protected]
1
TAB 3
TAB 4 DOCSTOR: 1201927\14
Revised: January 21, 2014
Court File No. CV-20-00635589-00CL
ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)
IN THE MATTER OF Section 101 of the Courts of Justice Act, R.S.O. 1990 c.C.43, as amended, and in the matter of Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended
THE HONOURABLE ) WEEKDAYTHURSDAY, THE #12TH ) JUSTICE DAY OF MONTHMARCH, 20YR2020 )
B E T W E E N:
PLAINTIFF
Plaintiff
HSBC BANK CANADA Applicant
- and –-
DEFENDANT
Defendant
1928306 ONTARIO INC. Respondent
APPROVAL AND VESTING ORDER
THIS MOTION, made by [RECEIVER'S NAME]BDO Canada Limited in its capacity as the Court-appointed receiver (the "“Receiver"”) of the undertaking, property and assets of [DEBTOR]1928306 Ontario Inc. (the "Debtor") for an order approving the sale transaction (the "“Transaction"”) contemplated by an agreement of purchase anda bill of sale (the "Sale Agreement") between the Receiver and [NAME OF PURCHASER]2744613 Ontario Inc. (the "“Purchaser") dated [DATE] and”) appended to the First Report of the Receiver dated DOCSTOR: 1201927\14
2
[DATE]March 10, 2020 (the "“First Report"”), and vesting in the Purchaser the Debtor’s right, title and interest in and to the assets described in the Sale Agreement (the "“Purchased Assets"”), was heard this day in Chambers at a 9:30 appointment at 330 University Avenue, Toronto, Ontario.
ON READING the First Report and on hearing the submissions of counsel for the Receiver, [NAMES OF OTHER PARTIES APPEARING], no one appearing for any other person on the service list, although properly served as appears from the affidavit of [NAME] sworn [DATE] filed1Puya Fesharaki sworn March 10, 2020 filed, and upon being advised that the landlord of the Premises (as defined and as set out in the Sale Agreement) has consented to the terms of this Order and the completion of the Sale Agreement:
SERVICE
1. THIS COURT ORDERS that the time for service and filing of the Notice of Motion and the Motion Record is hereby abridged and validated so that this Motion is properly returnable today and hereby dispenses with further service thereof.
APPROVAL RECEIVER’S FIRST REPORT AND ACTIVITIES
2. THIS COURT ORDERS that the First Report and all of the conduct and activities of the IR (as defined in the First Report) and Receiver as described in the First Report are hereby ratified and approved.
APPROVAL AND VESTING
3. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,2 and the execution of the Sale Agreement by the Receiver3 is hereby authorized and approved,
1 This model order assumes that the time for service does not need to be abridged. The motion seeking a vesting order should be served on all persons having an economic interest in the Purchased Assets, unless circumstances warrant a different approach. Counsel should consider attaching the affidavit of service to this Order. 2 In some cases, notably where this Order may be relied upon for proceedings in the United States, a finding that the Transaction is commercially reasonable and in the best interests of the Debtor and its stakeholders may be necessary. Evidence should be filed to support such a finding, which finding may then be included in the Court's endorsement. 3 In some cases, the Debtor will be the vendor under the Sale Agreement, or otherwise actively involved in the Transaction. In those cases, care should be taken to ensure that this Order authorizes either or both of the Debtor and the Receiver to execute and deliver documents, and take other steps. DOCSTOR: 1201927\14
3
with such minor amendments as the Receiver may deemdeems necessary, by the Receiver is hereby authorized and approved. The Receiver is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction and for the conveyance of the Purchased Assets to the Purchaser.
4. 2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver’s certificate to the Purchaser substantially in the form attached as Schedule “A” hereto (the "“Receiver's Certificate"”), all of the Receiver’s and the Debtor's right, title and interest in and to the Purchased Assets described in the Sale Agreement [and listed on Schedule B hereto]4 shall vest absolutely in the Purchaser, free and clear of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise (collectively, the "“Claims"5”) including, without limiting the generality of the foregoing: (i) any encumbrances or charges created by the Order of the Honourable Justice [NAME]Koehnen dated [DATE]March 3, 2020; (ii) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other personal property registry system; and (iii) those Claims listed on Schedule Cthe construction lien registered on January 31, 2020 as Instrument No. WR1241028 against the lands and premises described in Schedule “B” hereto in the Land Titles Division of Waterloo (No. 58) (the “Lien”) (all of which are collectively referred to as the "Encumbrances", which term shall not include the permitted encumbrances, easements and restrictive covenants listed on Schedule D)“Encumbrances”), and, for greater certainty, this Court orders that all of the Encumbrances affecting or relating to the Purchased Assets are hereby expunged and discharged as against the Purchased Assets., and that the Lien is hereby released and discharged.
5. 3. THIS COURT ORDERS that upon the registration in the Land Registry Office for the [Registry Division of {LOCATION} of a Transfer/Deed of Land in the form prescribed by the
4 To allow this Order to be free-standing (and not require reference to the Court record and/or the Sale Agreement), it may be preferable that the Purchased Assets be specifically described in a Schedule. 5 The "Claims" being vested out may, in some cases, include ownership claims, where ownership is disputed and the dispute is brought to the attention of the Court. Such ownership claims would, in that case, still continue as against the net proceeds from the sale of the claimed asset. Similarly, other rights, titles or interests could also be vested out, if the Court is advised what rights are being affected, and the appropriate persons are served. It is the Subcommittee's view that a non-specific vesting out of "rights, titles and interests" is vague and therefore undesirable. DOCSTOR: 1201927\14
4
Land Registration Reform Act duly executed by the Receiver][Land Titles Division of {LOCATION} of an Application for Vesting Order in the form prescribed by the Land Titles Act and/or the Land Registration Reform Act]6, the Land Registrar is hereby directed to enter the Purchaser as the owner of the subject real property identified in Schedule B hereto (the “Real Property”) in fee simple, and is hereby directed to delete and expunge from title to the Real Property all of the Claims listed in Schedule C hereto.AND DECLARES that within five (5) business days of the delivery by the Receiver of the Receiver’s Certificate to the Purchaser, the Lien claimant shall dismiss any action commenced against the Debtor in respect of the Lien on a “with prejudice, and without costs” basis. All Claims previously asserted by the Lien claimant shall be fully satisfied pursuant to the payment to be made by the Receiver as set out in paragraph 4 above, forthwith upon the terms of this paragraph being completed by the Lien claimant.
6. 4. THIS COURT ORDERS that the Lien claimant forthwith take all necessary steps to effect the release and discharge of the Lien from title to the lands and premises described in Schedule “B” hereto.
DISTRIBUTION OF PROCEEDS
7. THIS COURT ORDERS that, as soon as practicable after the delivery of the Receiver’s Certificate, the Receiver shall pay the sale proceeds received from the Transaction, as follows: (i) first, $54,789.37, subject to any adjustments to the March rental payment to account for the Closing Date (as defined in the Sale Agreement), to Jarvis Postnikoff of Petker Campbell Postnikoff LLP, in trust, in satisfaction of all obligations and liabilities owing to 1659726 Ontario Inc. as landlord under the Lease Agreement (the “Landlord Claims”); and, upon the Lien claimant having completed the steps required pursuant to paragraph 4 herein, and providing evidence of same to the Receiver; and (ii) $38,384.31 to Langlois Konrad Inkster LLP, in trust, in full and final satisfaction of the Lien. The balance of the sale proceeds held by the Receiver after payment of (i) and (ii) is referred to herein as the “Net Proceeds”.
8. THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, the net proceeds7 from the sale of the Purchased Assets to the Net Proceeds, excluding the Landlord Claims and any Claims in respect of the Lien, the Net Proceeds shall stand in the
6 Elect the language appropriate to the land registry system (Registry vs. Land Titles). 7 The Report should identify the disposition costs and any other costs which should be paid from the gross sale proceeds, to arrive at "net proceeds". DOCSTOR: 1201927\14
5
place and stead of the Purchased Assets, and that from and after the delivery of the Receiver's Certificate all Claims and Encumbrances shall attach to the net proceeds from the sale of the Purchased AssetsNet Proceeds with the same priority as they had with respect to the Purchased Assets immediately prior to the sale8, as if the Purchased Assets had not been sold and remained in the possession or control of the person having that possession or control immediately prior to the sale.
SEALING OF CONFIDENTIAL APPENDICES
9. THIS COURT ORDERS that Confidential Appendices “A” through “D” to the First Report shall be and are hereby sealed, kept confidential and shall not form part of the public record pending further Order of this Court.
OTHER
10. 5. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of the Receiver's Certificate, forthwith after delivery thereof.
11. 6. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver is authorized and permitted to disclose and transfer to the Purchaser all human resources and payroll information in the Company'Debtor’s records that may be in the Receiver’s possession or control pertaining to the Debtor's past and current employees, including personal information of those employees listed on Schedule "●" to the Sale Agreement. The Purchaser shall maintain and protect the privacy of such information and shall be entitled to use the personal information provided to it in a manner which is in all material respects identical to the prior use of such information by the Debtor.
12. 7. THIS COURT ORDERS that, notwithstanding:
(a) the pendency of these proceedings; and
8 This provision crystallizes the date as of which the Claims will be determined. If a sale occurs early in the insolvency process, or potentially secured claimants may not have had the time or the ability to register or perfect proper claims prior to the sale, this provision may not be appropriate, and should be amended to remove this crystallization concept. DOCSTOR: 1201927\14
6
(b) any applications for a bankruptcy order now or hereafter issued pursuant to the
Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any
bankruptcy order issued pursuant to any such applications; and
(b) (c) anythe assignment in bankruptcy made in respect of the Debtor;
the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on anythe trustee in bankruptcy that may be appointed in respect of the Debtor and shall not be void or voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a settlement, fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue, or other reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation.
8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the application of the Bulk Sales Act (Ontario).
13. 9. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States to give effect to this Order and to assist the Receiver and its agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the terms of this Order.
______DOCSTOR: 1201927\14
Revised: January 21, 2014 Schedule A – Form of Receiver’s Certificate
Court File No. ______CV-20-00635589-00CL
ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)
IN THE MATTER OF Section 101 of the Courts of Justice Act, R.S.O. 1990 c.C.43, as amended, and in the matter of Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended
B E T W E E N:
PLAINTIFF
Plaintiff
HSBC BANK CANADA Applicant
- and –-
DEFENDANT
Defendant
1928306 ONTARIO INC. Respondent
RECEIVER’S CERTIFICATE
RECITALS
A. Pursuant to an Order of the Honourable [NAME OF JUDGE] of the Ontario Superior Court of Justice (the "“Court"”) dated [DATE OF ORDER], [NAME OF RECEIVER]March 3, 2020, BDO Canada Limited was appointed as the receiver (the "“Receiver"”) of the undertaking, property and assets of [DEBTOR]1928306 Ontario Inc (the “Debtor”).
B. Pursuant to an Order of the Court dated [DATE],March 12, 2020, the Court approved the agreementbill of purchase and sale made as of [DATE OF AGREEMENT]March 9, 2020 (the "“Sale Agreement"”) between the Receiver [Debtor] and [NAME OF PURCHASER]and 1928306 Ontario Inc. (the "“Purchaser"”) and provided for the vesting in the Purchaser of the Debtor’s right, title and interest in and to the Purchased Assets, DOCSTOR: 1201927\14
- 2 - which vesting is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser of a certificate confirming (i) the payment by the Purchaser of the Purchase Price for the Purchased Assets; and (ii) that the conditions to Closing as set out in section ● of the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the Transaction has been completed to the satisfaction of the Receiver.
C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in the Sale Agreement.
THE RECEIVER CERTIFIES the following:
1. The Purchaser has paid and the Receiver has received the Purchase Price for the Purchased Assets payable on the Closing Date pursuant to the Sale Agreement;
2. The conditionscondition to Closingclosing as set out in section ● of the Sale Agreement havehas been satisfied or waived by the Receiver and the Purchaser; and
3. The Transaction has been completed to the satisfaction of the Receiver.
4. This Certificate was delivered by the Receiver at ______[TIME] on ______[DATE].
[NAME OF RECEIVER]BDO Canada Limited, in its capacity as Receiver of the undertaking, property and assets of [DEBTOR]1928306 Ontario Inc., and not in its personal capacity
Per: Name: Title: DOCSTOR: 1201927\14
- 2 - Schedule B – Purchased Assets
Property
PIN 22281-0117 LT
PT LT 9 GERMAN COMPANY TRACT CITY OF WATERLOO PT 4 & 5, 58R6068; WATERLOO
Lien to be Discharged
Instrument No. Date Instrument Registered By Obligor Type WR1241028 2020/01/31 Construction 2647476 Ontario Inc. 1928306 Ontario Inc. Lien DOCSTOR: 1201927\14
Revised: January 21, 2014 IN THE MATTER OF Section 101 of the Courts of Justice Act, R.S.O. 1990 c.C.43, as amended, and in the matter of Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended
Schedule C – Claims to be deleted and expunged from title to Real Property DOCSTOR: 1201927\14
Schedule D – Permitted Encumbrances, Easements and Restrictive Covenants related to the Real Property
(unaffected by the Vesting Order)
HSBC BANK CANADA - and - 1928306 ONTARIO INC.
Applicant Respondent
Court File No. CV-20-00635589-00CL
ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)
Proceedings commenced at Toronto
APPROVAL AND VESTING ORDER
Thornton Grout Finnigan LLP TD West Tower, Toronto-Dominion Centre 100 Wellington Street West, Suite 3200 Toronto, ON M5K 1K7 Fax: (416) 304-1313
D.J. Miller (LSO# 34393P) Email: [email protected] Tel: (416) 304-0559
Puya Fesharaki (LSO #70588L) Email: [email protected] Tel.: (416) 304-7979
Lawyers for BDO Canada Limited, in its capacity as DOCSTOR: 1201927\14
Receiver of 1928306 Ontario Inc. Document comparison by Workshare 9.5 on March-10-20 6:47:39 PM Input: Document 1 ID interwovenSite://TGF-WSS01/Client/2837220/1 #2837220v1
Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell
Statistics: Count Insertions 148 Deletions 115 Moved from 1 Moved to 1 Style change 0 IN THE MATTER OF Section 101 of the Courts of Justice Act, R.S.O. 1990 c.C.43, as amended, and in the matter of Section 243(1) of the Bankruptcy and Insolvency Act, R. S. C. 1985, c. B-3, as amended
HSBC BANK CANADA - and - 1928306 ONTARIO INC.
Applicant Respondent
Court File No. CV-20-00635589-00CL
ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)
Proceedings commenced at Toronto
MOTION RECORD (returnable March 12, 2020)
Thornton Grout Finnigan LLP TD West Tower, Toronto-Dominion Centre 100 Wellington Street West, Suite 3200 Toronto, ON M5K 1K7 Fax: (416) 304-1313
D.J. Miller (LSO# 34393P) Email: [email protected] Tel: (416) 304-0559
Puya Fesharaki (LSO #70588L) Email: [email protected] Tel.: (416) 304-7979
Lawyers for the BDO Canada Limited, in its capacity as Receiver of 1928306 Ontario Inc.