Common use of Closing Deliveries by Purchaser Clause in Contracts

Closing Deliveries by Purchaser. Purchaser shall deliver or cause to be delivered to Seller the following items at the Closing: (i) the Purchase Price; (ii) a certificate duly executed by a duly authorized officer of Purchaser and dated as of the Closing Date attesting to the matters set forth in Sections 7.3(b) and 7.3(c); (iii) counterparts of the General Assignment and Assumption, duly executed by Purchaser and dated as of the Closing Date; (iv) any Conveyance Instruments in respect of the Land to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (v) counterparts of the Equity Interest Assignment, duly executed by Purchaser and dated as of the Closing Date; (vi) counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, substantially in the form of Exhibit F attached hereto (the “Operating Agreement Amendment”); and (vii) all such other instruments of assumption reasonably requested by Seller or CREC, in form reasonably satisfactory to Purchaser and CREC, as are necessary for Purchaser to assume the Assumed Liabilities in accordance with the terms hereof.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller the following items at the Closingto Seller: (i) the Purchase Price, in the manner provided by Section 1.4(d); (ii) a certificate duly executed the Letters of Credit securing the Timber Notes issued by a duly authorized officer of Purchaser and dated as Subsidiary in respect of the Closing Date attesting to the matters set forth in Sections 7.3(b) and 7.3(c)Installment Note Purchase Price; (iii) duly executed counterparts of the General Assignment and Assumption, duly executed by Purchaser and dated as of the Closing Date; (iv) any Conveyance Instruments in respect of the Land Property to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (v) counterparts of the Equity Interest Assignment, duly executed by one or more easements in form and substance reasonably acceptable to Purchaser and dated Seller, to the extent necessary to evidence the right of Seller, or such other Persons as of shall be designated by Seller, to use the Closing DateReserved Easements; (vi) duly executed counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, substantially in the form of Exhibit F attached hereto (the “Operating Agreement Amendment”); andUse Restriction; (vii) duly executed counterparts of the ROFR Memoranda; (viii) a duly executed counterpart of the Right of First Refusal Agreement; (ix) all such other instruments of assumption reasonably requested by Seller or CRECnecessary, in form reasonably satisfactory to Purchaser and CRECthe reasonable opinion of Seller, as are necessary for Purchaser to assume the Assumed Liabilities in accordance with Liabilities; and (x) duly executed counterparts to the terms hereofclosing statement.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver deliver, or cause to be delivered delivered, to Seller the following items at the Closingclosing deliverables: (ia) the Purchase PriceClosing Cash Payment; (iib) a certificate duly executed by a duly authorized officer of Purchaser and dated as of the Closing Date attesting to the matters set forth in Sections 7.3(bSecretary (or equivalent officer) and 7.3(c); (iii) counterparts of the General Assignment and AssumptionPurchaser, duly executed by Purchaser and dated as of the Closing Date; (iv) any Conveyance Instruments in respect of the Land to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (v) counterparts of the Equity Interest Assignment, duly executed by Purchaser and dated as of the Closing Date; (vi) counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, substantially (A) certifying that attached thereto is a true and complete copy of the resolutions adopted by the board of directors of Purchaser, authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents to which Purchaser is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby and (B) attesting to the satisfaction of the conditions set forth in Section 7.2(a) and Section 7.2(b) in form and substance reasonably acceptable to Seller; (c) counterpart, duly executed by Purchaser, of the form Xxxx of Exhibit F attached hereto Sale; (d) counterpart, duly executed by Purchaser, of the “Operating Agreement Amendment”)Assignment and Assumption Agreement; (e) Preliminary Change of Ownership Report, duly executed by Purchaser; and (viif) all such other instruments certificates, agreements and other documents required by this Agreement (or as Seller may reasonably request that are customary for a transaction of assumption reasonably requested this nature and necessary to evidence or consummate the transactions contemplated by Seller this Agreement) to be delivered by Purchaser at or CREC, prior to the Closing in form reasonably satisfactory to Purchaser and CREC, as are necessary for Purchaser to assume the Assumed Liabilities in accordance connection with the terms hereoftransactions contemplated by this Agreement.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller the following items at the Closingto Seller: (i) the Purchase Price; (ii) a certificate duly executed by certificates of a duly authorized officer of Purchaser and dated as of the Closing Date attesting to the matters set forth in Sections 7.3(b9.3(b) and 7.3(c9.3(c); (iii) duly executed counterparts of the General Assignment and Assumption, duly executed by Purchaser the Assignment and dated as Assumption of Real Property Leases, the Closing DateAssignment and Assumption of Timberland Leases, the Assignment and Assumption of Timber Deeds, the Memorandum of Assignment and Assumption of Real Property Leases; (iv) duly executed counterparts of the Harvesting Agreement; (v) duly executed counterparts of the Timber Supply Documents to which Purchaser is a party, including, without limitation the New Supply Agreements; (vi) any Conveyance Instruments in respect of the Land Property to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (vvii) counterparts of the Equity Interest Assignment, duly executed by Purchaser and dated as of the Closing Date; (vi) counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, one or more easements substantially in the form of Exhibit F attached hereto (N to the “Operating Agreement Amendment”)extent necessary to evidence the right of Seller, or such other Persons as shall be designated by Seller, to use the Reserved Easements; and (viiviii) all such other instruments of assumption reasonably requested by Seller or CRECnecessary, in form reasonably satisfactory to Purchaser and CRECthe reasonable opinion of Seller, as are necessary for Purchaser to assume the Assumed Liabilities in accordance with the terms hereofLiabilities.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver deliver, or cause to be delivered delivered, to Seller the following items (or at the Closing: direction of) the Sellers: (ia) the Assignment and Assumption Agreement duly executed by Purchaser; (b) the IP Assignment and Assumption Agreement, executed by Purchaser; (c) satisfactory evidence of payment of the Cure Costs and other non-Credit Bid portions of the Purchase Price; ; (iid) a certificate duly an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Purchaser and dated as of certifying that the Closing Date attesting to the matters conditions set forth in Sections 7.3(b10.2(a) and 7.3(c); 10.2(b) have been satisfied; (iiie) counterparts a written acknowledgement from Purchaser, in form and substance reasonably satisfactory to Sellers, of the General Assignment satisfaction of the DIP Obligations and AssumptionSecured Prepetition Obligations in respect of the DIP Obligations under the DIP Credit Agreement in an amount equal to the Credit Bid, and a Release of all Liens in respect thereof; (f) the Transition Services Agreement, duly executed by Purchaser; and (g) such other certificates, agreements and other documents required by this Agreement to be delivered by Purchaser and dated as of at or prior to the Closing Date; (iv) any Conveyance Instruments in respect of the Land to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (v) counterparts of the Equity Interest Assignment, duly executed by Purchaser and dated as of the Closing Date; (vi) counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, substantially in the form of Exhibit F attached hereto (the “Operating Agreement Amendment”); and (vii) all such other instruments of assumption reasonably requested by Seller or CREC, in form reasonably satisfactory to Purchaser and CREC, as are necessary for Purchaser to assume the Assumed Liabilities in accordance connection with the terms hereof.transactions contemplated by this Agreement. 4.4