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. (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) Xxxx 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. Buyer shall have caused the documents and instruments required by Section 1.5(c) to be delivered (or tendered subject only to Closing) to Seller.
Closing Instruments. The Seller and the Shareholders, as applicable, shall have executed, acknowledged and delivered to the Buyer (i) the General Conveyance, Transfer, Assignment and Assumption, in substantially the form attached hereto as Exhibit “C”, (ii) the Escrow Agreement in the form attached hereto as Exhibit “F”, (iii) the Employment Agreements in the form attached hereto as Exhibit “D”, (iv) the Landlord Assignment and Estoppel Certificate (Exhibit “E”), (v) the Assignment of Lease (Exhibit “H”), (vi) the Termination of Lease (Exhibit “I”), and (vii) any other documents necessary in the reasonable opinion of counsel to Buyer to transfer and assign the Transferred Assets to Buyer and the Employment Agreement. The escrow agent under the Escrow Agreement shall have executed and delivered to Buyer such agreement and the Escrow Agreement shall be in full force and effect as of the Closing.
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 Partial Assignment of the Conversion Agreement executed by the Province;
(iv) the Stumpage Agreement for an annual supply of standing timber to be harvested from the Real Property by and between Seller and Purchaser in the form attached hereto as Exhibit “C” (the “Stumpage Agreement”);
(v) the Mutual Road Access Agreement by and between Purchaser and Seller to be negotiated between the parties prior to Closing (the “Mutual Road Access Agreement”);
(vi) Consents or resolutions of the board of directors of Seller authorizing the transaction contemplated by this Agreement;
(vii) Seller’s Closing Certificate;
(viii) 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;
(ix) Closing Statement;
(x) Xxxx of Sale (for Personal Property); and
(xi) Forms required under the Land Registration Act and the Partial Assignment of Conversion Agreement.
(xii) 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.
(xiii) Clearance letters in respect of worker’s compensation, HST and employee source deduction.
(b) Purchaser shall execute, if applicable, and deliver to Seller the following:
(i) Cash in the amount of the Purchase Price and Purchaser’s share of closing costs and prorations;
(ii) the Assignment and Assumption of Temporary Encumbrances;
(iii) the Partial Assignment of the Conversion Agreement;
(iv) the Stumpage Agreement;
(v) the Mutual Road Access Agreement
(vi) Consents or resolutions of the board of directors of Purchaser authorizing the transaction contemplated by this Agreement;
(vii) Purchaser’s Closing Certificate;
(viii) Affidavits required by the title insurance company, if any; and
(ix) Closing Statement.
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. 379007.2
Closing Instruments. Closing Date:
(a) Seller shall deliver to escrow for Closing the following on or before the
(i) Seller's standard Deed in accordance with Section 6 above;
(ii) Seller's standard owner's affidavit;
(iii) Seller's FIRTPA certificate; and
(iv) A signed settlement statement. Closing Date:
(b) Xxxxx shall deliver to escrow for Closing the following on or before the
(i) The balance of the Purchase Price and any other amounts due under this Agreement;
(ii) Any other such documentation as may be required under this Agreement; and
(iii) Such other documentation as may be reasonably required to close the transaction, including, without limitation, a signed settlement statement, any required transfer tax form, and escrow instructions.
