Closing Instruments. Except as provided in this Agreement, if there are provisions for: (1) conveyance of fee title, title shall be conveyed by Quit Claim Deed.
Closing Instruments. At the Closing, the following deliveries shall be made:
(a) Seller shall execute and deliver to Purchaser the following:
(i) the Deeds (as defined in Section 5(e));
(ii) the Assignment and Assumption of Temporary Encumbrances (as defined in Section 5(d));
(iii) the Assignment of the Conversion Agreement executed by the Province;
(iv) Assignment and Assumption of that certain mutual road access agreement by and between Seller and Atlantic Star Forestry Ltd. executed as of June 29, 2006 (the “Mutual Road Access Agreement”);
(v) Consents or resolutions of the board of directors of Seller authorizing the transaction contemplated by this Agreement;
(vi) Seller’s Closing Certificate;
(vii) Affidavits reasonably required by Purchaser’s title insurance company or Purchaser’s counsel, but only to the extent the same are consistent with Seller’s limited warranty of title;
(viii) Closing Statement;
(ix) Xxxx of Sale (for Personal Property); and
(x) Forms required under the Land Registration Act and the Assignment of Conversion Agreement.
(xi) The Lender Approval, including a commitment addressed to Purchaser and Seller to record such partial releases sufficient to remove the Credit Agreement as an encumbrance from Purchaser’s title policy.
(xii) Clearance letters in respect of worker’s compensation, HST and employee source deduction.
(xiii) All other documents which are required and which the Purchaser has reasonably requested on or before the Closing Date to give effect to this transaction.
(b) Purchaser shall execute, if applicable, and deliver to Seller the following:
(i) The Purchase Price and Purchaser’s share of closing costs and prorations by wire transfer;
(ii) the Assignment and Assumption of Temporary Encumbrances;
(iii) the Assignment of the Conversion Agreement;
(iv) the Assignment of the Mutual Road Access Agreement;
(v) Consents or resolutions of the board of directors of Purchaser authorizing the transaction contemplated by this Agreement;
(vi) Purchaser’s Closing Certificate;
(vii) Affidavits required by the title insurance company, if any; and
Closing Instruments. Seller shall be responsible for the preparation of all of the Closing Instruments specified in Section 11(a) and other provisions of this Agreement, unless otherwise specified in this Agreement. If the form of any Closing Instrument is not attached hereto, the parties shall agree upon such form and attach it during the Inspection Period. Ten (10) days prior to Closing, Buyer shall notify Seller of any assignment of Buyer’s interest in this Agreement as permitted by Sections 16(e) and 16(i) hereof so that the Closing Instruments can be prepared to reflect such assignment. If the Seller is not so notified, Seller shall prepare the Closing Instruments to the Buyer named herein.
Closing Instruments. (a) Seller shall deliver to Escrow Agent the following on or before Closing Date:
(i) Deeds;
(ii) Assignment and Assumption Agreement;
(iii) Escrow instructions;
(iv) Certified copies of organizational documents, if required;
(v) Consents or resolutions authorizing the Transaction contemplated by this Agreement including, if applicable, the Installment Note transaction, and the execution and delivery of this Agreement;
(vi) Seller’s Certificate of Non-Foreign Status;
(vii) Seller’s Closing Certificate as to Seller’s warranties being true and correct as of Closing;
(viii) Affidavits required by the title insurance company;
(ix) Certificates of Good Standing for the States of Delaware and where the Property is located;
(x) Closing Statement;
Closing Instruments. The Buyer shall have executed, acknowledged and delivered to the Seller or the Shareholders, as applicable, (i) the General Conveyance, Transfer, Assignment and Assumption, in substantially the form attached hereto as Exhibit “C”, (ii) the Seller Note and the Seller Escrow Note both in the form attached hereto as Exhibit “A”, (iii) the Assignment of Lease in the form attached as Exhibit “H”, (iv) an irrevocable letter to its transfer agent directing transfer agent to deliver the Stock to the Shareholders and (v) any other documents, in the reasonable opinion of counsel to Seller, regarding the assumption of the Assumed Liabilities by Buyer. Buyer shall have executed and delivered to each of the Shareholders, respectively, the Employment Agreements in the form attached hereto as Exhibit “D”. The Seller, Buyer and the escrow agent under the Escrow Agreement shall have executed and delivered said Escrow Agreement and the Escrow Agreement shall be in full force and effect as of the Closing. The Buyer and the Landlord shall have executed and delivered the Lease for each Related Party Lease. The Seller, Buyer and each Landlord shall have executed and delivered the Landlord Assignment and Estoppel Certificate. The Seller and the applicable Landlord shall have executed and delivered the Termination of Lease.
Closing Instruments. Seller shall have caused the cash, documents, and instruments required by Section 1.5(b) to be delivered (or tendered subject only to Closing) to Buyer.
Closing Instruments. Source shall have caused the documents and instruments required by Section 1.5(b) to be delivered (or tendered subject only to Closing) to Carpenter.
Closing Instruments. Seller shall be responsible for preparing and/or delivering to Purchaser, at Closing, the following documents: 25285.003
A. A fully executed Grant Bargain and Sale Deed in statutory form conveying title to the Property to Purchaser in the condition required by this Agreement;
B. A Xxxx of Sale for all personal property located at or used in connection with the Property:
C. Any affidavit or other document required under the Tax Reform Act of 1986 and the Internal Revenue Code Section 1445 (non-foreign person affidavit);
D. A closing statement in accordance with the terms and conditions of this Agreement; and
E. Copies of all current real estate tax bills. Seller and Purchaser shall execute, acknowledge and deliver such other or additional documents or instruments as may be reasonably necessary or requested by either party in order to more effectively complete the transaction contemplated by this Agreement and to otherwise carry out the intended purposes of this Agreement.
Closing Instruments. 379007.2
Closing Instruments. Other Legal Matters
