Closing Instruments Clause Samples

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; (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; (xi) Incumbency Certificate; (xii) B▇▇▇ of Sale (for Personal Property); (xiii) Title (for the truck). (b) Purchaser shall deliver to Escrow Agent the following on or before 8:00 am PST on the Closing Date. (i) Cash in the amount of the Purchase Price and Purchaser’s share of closing costs and prorations; (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; (vi) Purchaser’s Closing Certificate as to Purchaser’s warranties being true and correct as of Closing; (vii) Affidavits required by the title insurance company, if any; (viii) Certificates of Good Standing for the States of Delaware and where the Property is located, if required; (ix) Closing Statement; (x) Incumbency Certificate; (xi) If applicable, the 1031 transactional documents.

Closing Instruments. Seller shall be responsible for the preparation of all of the Closing Instruments specified in Section 10(a) and other provisions of this Agreement, unless otherwise specified in this Agreement. Three (3) days prior to Closing, Buyer shall notify Seller of any assignment of Buyer’s interest in this Agreement as permitted by Sections 15(e) and 15(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. 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) ▇▇▇▇ 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. 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. On the Closing Date, the parties shall deliver or cause to be delivered the following items (all of which shall be duly executed and acknowledged where required):

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 “D”, (ii)the Seller’s Note, and (iii) 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, (i) the Goodwill Purchase Agreement, (ii) the Shareholders’ Notes and (iii) the Employment Agreements. The Seller, Buyer and the escrow agent under the Escrow Agreement shall have executed and delivered said agreement and the Escrow Agreement shall be in full force and effect as of the Closing.