Common use of Instruments of Conveyance, Transfer, Assumption, Etc Clause in Contracts

Instruments of Conveyance, Transfer, Assumption, Etc. (a) The Seller shall execute, if applicable, and deliver, or cause the Title Company, as appropriate, to execute, if applicable, and deliver, to the Buyer at the Closing (or prior to the Closing as may be necessary in order to convey title to the Real Property at the Closing): (i) the Acquired Assets Xxxx of Sale in the form attached hereto as Exhibit A (the “Acquired Assets Xxxx of Sale”); (ii) the Warranty Deeds for the Real Property; (iii) a receipt for the Purchase Price; (iv) the Buyer’s Title Policy and the Lender’s Title Policy; (v) the Non-Competition Agreement in the form attached hereto as Exhibit B executed by Xxxx Xxxxxx (the “Selling Parties Non-Competition Agreement”); (vi) the documents required to be filed with and issued by the appropriate Governmental Entities in connection with the transfer to the Buyer of the Permits; (vii) an assignment of any trademarks, copyrights, Patents and any and all documents, agreements, certificates and other instruments as may be necessary to register the Intellectual Property in the name of the Buyer in any jurisdiction requested by the Buyer, in a form reasonably satisfactory to the Buyer; (viii) appropriate state, county and city transfer tax returns with respect to the real property; (ix) a certificate of an officer of each Seller certifying that the resolutions adopted by its managing body were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Seller of this Agreement and the other Transaction Agreements to which the Seller is a party, and the performance by the Seller of its obligations hereunder and thereunder; (x) a certificate of an officer of each Seller as to the incumbency of certain of the Seller’s officers and certifying that the copies of the Seller’s Governing Documents attached thereto are true and correct; (xi) each of the certificates and other documents contemplated by Section 6.02 hereof; and (xii) such other agreements, certificates and other instruments required to be delivered by the Seller under this Agreement or any of the other Transaction Agreements or as the Buyer or its counsel may reasonably request to consummate the transactions contemplated by this Agreement or the other Transaction Agreements, including but not limited to a Transition Services Agreement in substantially the form set forth in Exhibit E. (b) The Buyer shall execute, if applicable, and deliver to the Seller at the Closing: (i) the Closing Payment in accordance with Section 1.03(a); (ii) the Acquired Assets Xxxx of Sale; (iii) the Selling Parties Non-Competition Agreement; (iv) a certificate of the Secretary of the Buyer certifying that the resolutions adopted by the Buyer’s member attached thereto were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Buyer of this Agreement and the other Transaction Agreements to which it is a party, and the performance by the Buyer of its obligations hereunder and thereunder; and (v) each of the certificates and other documents contemplated by Section 6.03 hereof.

Instruments of Conveyance, Transfer, Assumption, Etc. (a) The Seller shall execute, if applicable, properly execute and deliver, or cause the Title Company, as appropriate, deliver to execute, if applicable, and deliver, to the Buyer at the Closing Closing: (i) the Xxxx of Sale; (ii) assignments with respect to each of the contracts and other agreements and rights to be assigned to Buyer hereunder and, where required for such assignment, the consent or waiver of any third party, in each case in form reasonably satisfactory to Buyer; (iii) a deed in the form of Exhibit F attached hereto (the "Deed") sufficient to vest in Buyer good and valid title to the Fee Property (as defined in Section 3.8) free and clear of all pledges, liens, charges, encumbrances, easements, title defects, security interests, adverse claims, options and restrictions of every kind (collectively, the "Encumbrances"), except for (1) Encumbrances reflected in the Reference Balance Sheet or created in the ordinary course of business subsequent to December 31, 1995, that, in either case, do not and will not materially interfere with the present use by Seller of the property subject thereto or affected thereby, (2) Encumbrances for taxes, assessments or governmental charges, or landlords', mechanics', workmen's, materialmen's or similar liens, in each case that are not delinquent or that are being contested in good faith, (3) Encumbrances that are reflected in the title reports or surveys, if any, delivered to Buyer or Buyer Parent in connection with the transactions contemplated hereby prior to the date hereof, or (4) the Encumbrances of record and other Encumbrances, in each case, listed on Schedule 1.5 to the disclosure letter provided by Seller to Buyer and Buyer Parent dated the date hereof (the "Seller Disclosure Letter") (collectively, the "Permitted Encumbrances"); (iv) an assignment in the form of Exhibit G attached hereto (the "Intellectual Property Assignment") sufficient to convey the Intellectual Property (as defined in Section 3.13) free and clear of all Encumbrances other than Permitted Liens (as defined in Section 3.7(b)); (v) assignments in the forms of Exhibit H-1 and H-2 attached hereto (the "Lease Assignments") sufficient to assign the Real Property Leases (as defined in Section 3.8), with the consent to assignment of the other party to the Real Property Leases, free and clear of all Encumbrances other than Permitted Encumbrances; and (vi) if the Acquired Subsidiary (as defined in Section 3.4) is not merged, amalgamated or otherwise combined with Seller prior to the Closing as may be necessary Date, certificates evidencing all of the issued and outstanding capital stock of the Acquired Subsidiary, accompanied by stock powers duly executed in order to convey title blank. Buyer shall pay all fees, costs and expenses relating to the Real Property at the Closing): (i) the Acquired Assets Xxxx of Sale in the form attached hereto as Exhibit A (the “Acquired Assets Xxxx of Sale”); (ii) the Warranty Deeds for the Real Property; (iii) a receipt for the Purchase Price; (iv) the Buyer’s Title Policy and the Lender’s Title Policy; (v) the Non-Competition Agreement in the form attached hereto as Exhibit B executed by Xxxx Xxxxxx (the “Selling Parties Non-Competition Agreement”); (vi) the documents required to be filed with and issued by the appropriate Governmental Entities in connection with the transfer to the Buyer of the Permits; (vii) an assignment of any trademarksDeed, copyrights, Patents and any and all documents, agreements, certificates and other instruments as may be necessary to register the Intellectual Property in the name of the Buyer in any jurisdiction requested by the Buyer, in a form reasonably satisfactory to the Buyer; (viii) appropriate state, county and city transfer tax returns with respect to the real property; (ix) a certificate of an officer of each Seller certifying that the resolutions adopted by its managing body were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Seller of this Agreement Assignment and the other Transaction Agreements to which the Seller is a party, and the performance by the Seller of its obligations hereunder and thereunder; (x) a certificate of an officer of each Seller as to the incumbency of certain of the Seller’s officers and certifying that the copies of the Seller’s Governing Documents attached thereto are true and correct; (xi) each of the certificates and other documents contemplated by Section 6.02 hereof; and (xii) such other agreements, certificates and other instruments required to be delivered by the Seller under this Agreement or any of the other Transaction Agreements or as the Buyer or its counsel may reasonably request to consummate the transactions contemplated by this Agreement or the other Transaction AgreementsLease Assignments, including but not limited to a Transition Services the execution, delivery and recording thereof (it being understood that only the Lease Assignments relating to the Scarborough, Ontario properties and the Lachine, Quebec property leased by Seller will be recorded), all documentary stamps on the Deed, and all transfer and conveyance taxes and fees but excluding all liability for any income taxes or capital gains taxes assessable in connection with the transfer. Seller and Buyer shall cooperate to prepare and file all required documents and filings with the applicable authorities. Unless otherwise indicated, all references to schedules in this Agreement in substantially shall mean schedules to the form set forth in Exhibit E.Seller Disclosure Letter. (b) The Buyer At or prior to the Closing, Seller shall execute, if applicable, and deliver to the Seller at the Closing: (i) the Closing Payment in accordance with Section 1.03(a); (ii) the Acquired Assets Xxxx of Sale; (iii) the Selling Parties Non-Competition Agreement; (iv) a certificate Buyer, Buyer Parent and its title insurer such evidence as may be reasonably required by Buyer, Buyer Parent or its title insurer of the Secretary of the Buyer certifying that the resolutions adopted by the Buyer’s member attached thereto were duly and validly adopted and are in full force and effectdue authorization, and authorize the execution and delivery by the Buyer of this Agreement and the other Transaction Agreements consummation of the transfer of the Fee Property contemplated hereunder. (c) At or prior to the Closing, Seller shall deliver to Buyer and Buyer Parent the real estate tax bills for the Fee Property for the most recent tax year. (d) There shall be available to Buyer and Buyer Parent at the Closing, at Buyer's expense, a commitment or commitments to issue on a customary form acceptable to Buyer and Buyer Parent, an owner's title insurance policy or policies (the "Policy"), for the Fee Property, at standard rates, issued by companies acceptable to Buyer and Buyer Parent, in amounts not less than the value of the Fee Property, insuring title thereto to be good and marketable, free and clear of all Encumbrances, except for Permitted Encumbrances. (e) There shall be available to Buyer and Buyer Parent at the Closing, at Buyer's expense, a survey of the Fee Property, certified to Buyer, Buyer Parent and the title insurance company issuing the Policy in a manner reasonably acceptable to Buyer, Buyer Parent and such title company, by a registered land surveyor, dated not more than forty-five (45) days prior to the Closing, and complying with the minimum detail requirements for land title surveys as applicable under the laws of Ontario. (f) Seller shall use its best efforts to obtain and deliver to Buyer and Buyer Parent a certificate from any landlord or tenant of a Real Property Lease, dated not more than thirty (30) days prior to the Closing Date, certifying (i) that such Real Property Lease is in good standing and full force and effect in accordance with its terms and has not been modified (except for the modifications set forth therein); (ii) the date(s) to which it rent and other charges thereunder have been paid; (iii) that there is a partyno default thereunder on the part of any party thereto; (iv) that in such instances where Seller is the landlord, all work required to be done by landlord under the lease has been completed to the satisfaction of tenant; and the performance by the Buyer of its obligations hereunder and thereunder; and (v) each such further matters as may reasonably be requested by Buyer or Buyer Parent. (g) Simultaneously with the Closing, Seller shall take all steps requisite to put Buyer in actual possession and operating control of the certificates Acquired Business. (h) Buyer shall properly execute and other documents contemplated by Section 6.03 hereofdeliver the Undertaking to Seller at the Closing. (i) This Agreement, the Xxxx of Sale, the Undertaking, the Deed, the Intellectual Property Assignment, the Lease Assignments, the Guaranty Agreement (as defined herein), the Covenant Agreement (as defined herein) and the Registration Rights Agreement (as defined herein) are hereinafter sometimes referred to as the "Agreements".

Instruments of Conveyance, Transfer, Assumption, Etc. (a) The Seller Sellers shall execute, if applicable, execute and deliver, or cause the Title Company, as appropriate, to execute, if applicable, and deliver, deliver to the Buyer at the Closing (or prior to the Closing as may be necessary in order to convey title to the Real Property at the Closing):: (i) the Acquired Assets Xxxx of Sale in the form attached hereto as Exhibit A (the “Acquired Assets Xxxx of Sale”); (ii) the Warranty Deeds for the Real Property; (iii) a receipt for the Purchase Price; (iii) the Intellectual Property Collective Assignment assigning all the Intellectual Property to Buyer; (iv) any individual assignment documents, as may be reasonably provided, to facilitate Buyer's recordation of assignments on an individual basis with the Buyer’s Title Policy appropriate Governmental Entity, including individual assignment documents, each individually identifying, e.g., a patent application, a patent, a federally registered trademark, or a federal trademark application, so that such individual assignments may be recorded with the U.S. Patent and the Lender’s Title PolicyTrademark Office; (v) any other documents and requisite executions of such documents as may be reasonably necessary to facilitate the Non-Competition Agreement ability of Buyer to perfect, to further pursue, to assert, and to otherwise realize the full benefit of ownership in all the form attached hereto as Exhibit B executed by Xxxx Xxxxxx (the “Selling Parties Non-Competition Agreement”)Intellectual Property; (vi) the Instrument of Assignment and Assumption; (vii) any documents required to be filed with and issued by the appropriate Governmental Entities in connection with the transfer to the Buyer of the Permits; (vii) an Product Registrations and the Permits including assignment of any trademarks, copyrights, Patents and any and all documents, agreements, certificates and other instruments as documents so that such transfers may be necessary to register recorded with the Intellectual Property in Environmental Protection Agency (the name of the Buyer in any jurisdiction requested by the Buyer, in a form reasonably satisfactory to the Buyer"EPA") or other appropriate regulatory agencies; (viii) appropriate statecertificates, county sworn to under penalty of perjury, setting forth each Seller's name, address and city transfer federal tax returns with respect to identification number and stating that such Seller is not a "foreign person" within the real propertymeaning of Section 1445 of the Internal Revenue Code; (ix) a certificate of an officer certificates of each Seller respective Secretary of the Sellers certifying that the resolutions adopted by its managing body the board of directors (or the equivalent thereof) attached thereto were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the such Seller of this Agreement and the other Transaction Agreements to which the such Seller is a party, and the performance by the such Seller of its obligations hereunder and thereunder; (x) a certificate of an officer certificates of each Seller respective Secretary of the Sellers as to the incumbency of certain of the such Seller’s 's officers and certifying that the copies of the such Seller’s Governing Documents 's articles and by-laws attached thereto are true and correct; (xi) each an audit report for the October 2001 Financial Statements, as contemplated by Section 3.04(a) hereof; (xii) releases or such other documents, as contemplated by Sections 5.03 and 7.02(i) hereof, relating to evidence of removal of Liens; (xiii) certificates as to Sellers' representations and warranties, as contemplated by Section 7.02(a) hereof; (xiv) certificates as to Sellers' performance of obligations, as contemplated by Section 7.02(b) hereof; (xv) Consents and Filings as set forth in Schedule 3.03, as contemplated by Section 7.02(d) hereof; (xvi) opinion of counsel to the Sellers, as contemplated by Section 7.02(g) hereof; (xvii) evidence of termination of any Affiliate Contracts, as contemplated by Section 7.02(h) hereof; (xviii) a Non-competition Agreement from Xxxxx X. Xxxxxx, Xx., as contemplated by Section 7.02(j) hereof (xix) an inventor assignment from Xxxxx X. Xxxx, as contemplated by Section 7.02(k) hereof; (xx) a written notice of termination of the Aventis Distribution Agreement, as contemplated by Section 7.02(l) hereof; (xxi) any other certificates and other documents contemplated by Section 6.02 7.02 hereof; and; (xiixxii) such other agreements, certificates and other instruments required to be delivered by the Seller Sellers under this Agreement or any of the other Transaction Agreements or as the Buyer or its counsel may reasonably request to consummate the transactions contemplated by this Agreement or the other Transaction Agreements, including but not limited to a Transition Services Agreement in substantially the form set forth in Exhibit E.. (b) The Buyer shall execute, if applicable, execute and deliver to the Seller Sellers at the Closing: (i) the Closing Payment Purchase Price as adjusted under Section 1.04 by wire transfer in accordance with Section 1.03(a)immediately available funds to the account or accounts designated by Ecogen; (ii) the Acquired Assets Xxxx Instrument of SaleAssignment and Assumption; (iii) the Selling Parties Non-Competition Agreement; (iv) a certificate of the Secretary of the Buyer certifying that the resolutions adopted by the Buyer’s member 's Board of Managers attached thereto were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Buyer of this Agreement and the other Transaction Agreements to which it is a party, and the performance by the Buyer of its obligations hereunder and thereunder; and; (iv) a certificate of the Secretary of the Buyer as to the incumbency of certain officers of the Buyer and certifying that the copies of the Buyer's certificate of formation and limited liability company agreement attached thereto are true and correct; (v) each a certificate as to Buyer's representations and warranties, as contemplated by Section 7.03(a) hereof; (vi) a certificate as to Buyer's performance of obligations, as contemplated by Section 7.03(b) hereof; (vii) opinion of counsel to the Buyer, as contemplated by Section 7.03(c); (viii) any other certificates and other documents contemplated by Section 6.03 7.03 hereof; and (ix) such other agreements, certificates and other instruments required to be delivered by the Buyer under this Agreement or any of the other Transaction Agreements or as the Sellers or their counsel may reasonably request to carry out the purpose of this Agreement or the other Transaction Agreements.

Instruments of Conveyance, Transfer, Assumption, Etc. (a) The Seller shall execute, if applicable, execute and deliver, deliver or cause the Title Company, as appropriate, to execute, if applicable, and deliver, to the Buyer at the Closing (or prior to the Closing as may be necessary in order to convey title to the Real Property at the Closing): (i) the Acquired Assets Xxxx of Sale in the form attached hereto as Exhibit A (the “Acquired Assets Xxxx of Sale”); (ii) the Warranty Deeds for the Real Property; (iii) a receipt for the Purchase Price; (iv) the Buyer’s Title Policy and the Lender’s Title Policy; (v) the Non-Competition Agreement in the form attached hereto as Exhibit B executed by Xxxx Xxxxxx (the “Selling Parties Non-Competition Agreement”); (vi) the documents required to be filed with and issued by the appropriate Governmental Entities in connection with the transfer to the Buyer of the Permits; (vii) an assignment of any trademarks, copyrights, Patents and any and all documents, agreements, certificates and other instruments as may be necessary to register the Intellectual Property in the name of the Buyer in any jurisdiction requested by the Buyer, in a form reasonably satisfactory to the Buyer; (viii) appropriate state, county and city transfer tax returns with respect to the real property; (ix) a certificate of an officer of each Seller certifying that the resolutions adopted by its managing body were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Seller of this Agreement and the other Transaction Agreements to which the Seller is a party, and the performance by the Seller of its obligations hereunder and thereunder; (x) a certificate of an officer of each Seller as to the incumbency of certain of the Seller’s officers and certifying that the copies of the Seller’s Governing Documents attached thereto are true and correct; (xi) each of the certificates and other documents contemplated by Section 6.02 hereof; and (xii) such other agreements, certificates and other instruments required to be delivered by the Seller under this Agreement or any of the other Transaction Agreements or as the to Buyer or its counsel may reasonably request to consummate the transactions contemplated by this Agreement or the other Transaction Agreements, including but not limited to a Transition Services Agreement in substantially the form set forth in Exhibit E. (b) The Buyer shall execute, if applicable, and deliver to the Seller at the Closing: (i) the Closing Payment in accordance with Section 1.03(a)Bill of Sale; (ii) the Acquired Assets Xxxx Deeds with respect to the Real Property to be transferred by Seller to Buyer pursuant to this Agreement, together with any and all documents, affidavits and instruments required to be filed in connection with the payment of Saleany state, county or local Transfer Taxes required to be paid in connection with the transfer of the Real Property; (iii) the Selling Parties Non-Competition Assignment and Assumption Agreement; (iv) a receipt for the Closing Payment; (v) the Transition Services Agreement; (vi) the Easement Agreement; (vii) the Hog Fuel Supply Agreement; (viii) the OSB Log Supply Agreement; (ix) the Option Agreement; (x) a certificate of the Secretary or an Assistant Secretary (or the equivalent thereof) of the Buyer Seller certifying that the resolutions adopted by the Buyer’s member Board of Directors of Seller attached thereto were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by Seller of this Agreement and the Ancillary Agreements, and the performance by Seller of its obligations hereunder and thereunder; (xi) the License Agreements; (xii) a certificate of the Secretary or an Assistant Secretary (or the equivalent thereof) of Seller as to the incumbency of certain of Seller's officers and certifying that the copies of Seller's Restated Certificate of Incorporation and By-laws attached thereto are true and correct; (xiii) the certificate referred to in Section 6.01(c); (xiv) all other necessary deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documentation necessary or reasonably required to transfer the Purchased Assets and the Business as a going concern to Buyer with good title thereto, free and clear of all Encumbrances other than Permitted Encumbrances, including without limitation, registrable transfers of the Assigned Intellectual Property, each in form and substance satisfactory to Buyer, acting reasonably; (xv) all returns, questionnaires, applications or other documents regarding any Transfer Taxes or other registration fees that are required to be filed in order to effectively transfer the Purchased Assets and the Business as a going concern to Buyer. (xvi) all of the Assigned Records that are not already located at the Facilities; (xvii) a certification of non-foreign status for Seller, with respect to the transfer of the Purchased Assets pursuant to this Agreement, in the form and manner which complies with the requirements of Section 1445 of the Code and the regulations promulgated thereunder; (xviii) an opinion of Seller's General Counsel or Associate General Counsel with respect to the matters set forth on Exhibit A (xix) an opinion of Seller's outside counsel with respect to the matters set forth on Exhibit B; (xx) all other documents relevant to the closing of the transactions contemplated in this Agreement as Buyer, acting reasonably, may request; and (xxi) each of the other certificates and other documents contemplated by Section 6.01 hereof. (b) Buyer shall execute and deliver or cause to be delivered to Seller at the Closing: (i) by wire transfer in immediately available funds to the account or accounts designated by Seller, the Closing Payment; (ii) the Bill of Sale; (iii) the Assignment anx Xxsumption Agreement; (iv) the Transition Services Agreement; (v) the Easement Agreement; (vi) the Hog Fuel Supply Agreement; (vii) the OSB Log Supply Agreement; (viii) the Option Agreement; (ix) a certificate of the Secretary or an Assistant Secretary of Buyer certifying that the resolutions adopted by Buyer's Board of Directors attached thereto were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by Buyer of this Agreement and the other Transaction Agreements to which it is a partyAncillary Agreements, and the performance by the Buyer of its obligations hereunder and thereunder; (x) a certificate of the Secretary or an Assistant Secretary of Buyer as to the incumbency of certain officers of Buyer and certifying that the copies of Buyer's certificate of amalgamation and articles attached thereto are true and correct; (xi) all other documents necessary or reasonably required with respect to the assumption by Buyer after the Closing of the Assumed Liabilities, each in form and substance acceptable to Seller, acting reasonably; (xii) the certificate referred to in Section 6.02(c); (xiii) the License Agreements; (xiv) an opinion of Buyer's counsel with respect to the matters set forth on Exhibit C; (xv) such other documents relevant to the closing of the transactions contemplated in this Agreement as Seller, acting reasonably, may request; and (vxvi) each of the other certificates and other documents contemplated by Section 6.03 6.02 hereof.

Instruments of Conveyance, Transfer, Assumption, Etc. (a) The Seller shall execute, if applicable, properly execute and deliver, or cause the Title Company, as appropriate, deliver to execute, if applicable, and deliver, to the Buyer at the Closing Closing: (i) the Bill of Sale; (ii) assignments with respect to each of the cxxxxacts and other agreements and rights to be assigned to Buyer hereunder and, where required for such assignment, the consent or waiver of any third party, in each case in form reasonably satisfactory to Buyer; (iii) a deed in the form of Exhibit F attached hereto (the "Deed") sufficient to vest in Buyer good and valid title to the Fee Property (as defined in Section 3.8) free and clear of all pledges, liens, charges, encumbrances, easements, title defects, security interests, adverse claims, options and restrictions of every kind (collectively, the "Encumbrances"), except for (1) Encumbrances reflected in the Reference Balance Sheet or created in the ordinary course of business subsequent to December 31, 1995, that, in either case, do not and will not materially interfere with the present use by Seller of the property subject thereto or affected thereby, (2) Encumbrances for taxes, assessments or governmental charges, or landlords', mechanics', workmen's, materialmen's or similar liens, in each case that are not delinquent or that are being contested in good faith, (3) Encumbrances that are reflected in the title reports or surveys, if any, delivered to Buyer or Buyer Parent in connection with the transactions contemplated hereby prior to the date hereof, or (4) the Encumbrances of record and other Encumbrances, in each case, listed on Schedule 1.5 to the disclosure letter provided by Seller to Buyer and Buyer Parent dated the date hereof (the "Seller Disclosure Letter") (collectively, the "Permitted Encumbrances"); (iv) an assignment in the form of Exhibit G attached hereto (the "Intellectual Property Assignment") sufficient to convey the Intellectual Property (as defined in Section 3.13) free and clear of all Encumbrances other than Permitted Liens (as defined in Section 3.7(b)); (v) assignments in the forms of Exhibit H-1 and H-2 attached hereto (the "Lease Assignments") sufficient to assign the Real Property Leases (as defined in Section 3.8), with the consent to assignment of the other party to the Real Property Leases, free and clear of all Encumbrances other than Permitted Encumbrances; and (vi) if the Acquired Subsidiary (as defined in Section 3.4) is not merged, amalgamated or otherwise combined with Seller prior to the Closing as may be necessary Date, certificates evidencing all of the issued and outstanding capital stock of the Acquired Subsidiary, accompanied by stock powers duly executed in order to convey title blank. Buyer shall pay all fees, costs and expenses relating to the Real Property at the Closing): (i) the Acquired Assets Xxxx of Sale in the form attached hereto as Exhibit A (the “Acquired Assets Xxxx of Sale”); (ii) the Warranty Deeds for the Real Property; (iii) a receipt for the Purchase Price; (iv) the Buyer’s Title Policy and the Lender’s Title Policy; (v) the Non-Competition Agreement in the form attached hereto as Exhibit B executed by Xxxx Xxxxxx (the “Selling Parties Non-Competition Agreement”); (vi) the documents required to be filed with and issued by the appropriate Governmental Entities in connection with the transfer to the Buyer of the Permits; (vii) an assignment of any trademarksDeed, copyrights, Patents and any and all documents, agreements, certificates and other instruments as may be necessary to register the Intellectual Property in the name of the Buyer in any jurisdiction requested by the Buyer, in a form reasonably satisfactory to the Buyer; (viii) appropriate state, county and city transfer tax returns with respect to the real property; (ix) a certificate of an officer of each Seller certifying that the resolutions adopted by its managing body were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Seller of this Agreement Assignment and the other Transaction Agreements to which the Seller is a party, and the performance by the Seller of its obligations hereunder and thereunder; (x) a certificate of an officer of each Seller as to the incumbency of certain of the Seller’s officers and certifying that the copies of the Seller’s Governing Documents attached thereto are true and correct; (xi) each of the certificates and other documents contemplated by Section 6.02 hereof; and (xii) such other agreements, certificates and other instruments required to be delivered by the Seller under this Agreement or any of the other Transaction Agreements or as the Buyer or its counsel may reasonably request to consummate the transactions contemplated by this Agreement or the other Transaction AgreementsLease Assignments, including but not limited to a Transition Services the execution, delivery and recording thereof (it being understood that only the Lease Assignments relating to the Scarborough, Ontario properties and the Lachine, Quebec property leased by Seller will be recorded), all documentary stamps on the Deed, and all transfer and conveyance taxes and fees but excluding all liability for any income taxes or capital gains taxes assessable in connection with the transfer. Seller and Buyer shall cooperate to prepare and file all required documents and filings with the applicable authorities. Unless otherwise indicated, all references to schedules in this Agreement in substantially shall mean schedules to the form set forth in Exhibit E.Seller Disclosure Letter. (b) The Buyer At or prior to the Closing, Seller shall execute, if applicable, and deliver to the Seller at the Closing: (i) the Closing Payment in accordance with Section 1.03(a); (ii) the Acquired Assets Xxxx of Sale; (iii) the Selling Parties Non-Competition Agreement; (iv) a certificate Buyer, Buyer Parent and its title insurer such evidence as may be reasonably required by Buyer, Buyer Parent or its title insurer of the Secretary of the Buyer certifying that the resolutions adopted by the Buyer’s member attached thereto were duly and validly adopted and are in full force and effectdue authorization, and authorize the execution and delivery by the Buyer of this Agreement and the other Transaction Agreements consummation of the transfer of the Fee Property contemplated hereunder. (c) At or prior to the Closing, Seller shall deliver to Buyer and Buyer Parent the real estate tax bills for the Fee Property for the most recent tax year. (d) There shall be available to Buyer and Buyer Parent at the Closing, at Buyer's expense, a commitment or commitments to issue on a customary form acceptable to Buyer and Buyer Parent, an owner's title insurance policy or policies (the "Policy"), for the Fee Property, at standard rates, issued by companies acceptable to Buyer and Buyer Parent, in amounts not less than the value of the Fee Property, insuring title thereto to be good and marketable, free and clear of all Encumbrances, except for Permitted Encumbrances. (e) There shall be available to Buyer and Buyer Parent at the Closing, at Buyer's expense, a survey of the Fee Property, certified to Buyer, Buyer Parent and the title insurance company issuing the Policy in a manner reasonably acceptable to Buyer, Buyer Parent and such title company, by a registered land surveyor, dated not more than forty-five (45) days prior to the Closing, and complying with the minimum detail requirements for land title surveys as applicable under the laws of Ontario. (f) Seller shall use its best efforts to obtain and deliver to Buyer and Buyer Parent a certificate from any landlord or tenant of a Real Property Lease, dated not more than thirty (30) days prior to the Closing Date, certifying (i) that such Real Property Lease is in good standing and full force and effect in accordance with its terms and has not been modified (except for the modifications set forth therein); (ii) the date(s) to which it rent and other charges thereunder have been paid; (iii) that there is a partyno default thereunder on the part of any party thereto; (iv) that in such instances where Seller is the landlord, all work required to be done by landlord under the lease has been completed to the satisfaction of tenant; and the performance by the Buyer of its obligations hereunder and thereunder; and (v) each such further matters as may reasonably be requested by Buyer or Buyer Parent. (g) Simultaneously with the Closing, Seller shall take all steps requisite to put Buyer in actual possession and operating control of the certificates Acquired Business. (h) Buyer shall properly execute and other documents contemplated by Section 6.03 hereofdeliver the Undertaking to Seller at the Closing. (i) This Agreement, the Bill of Sale, the Undertaking, the Deed, the Intellectual Properxx Xssignment, the Lease Assignments, the Guaranty Agreement (as defined herein), the Covenant Agreement (as defined herein) and the Registration Rights Agreement (as defined herein) are hereinafter sometimes referred to as the "Agreements".

Instruments of Conveyance, Transfer, Assumption, Etc. (a) The Seller shall execute, if applicable, execute and deliver, deliver or cause the Title Company, as appropriate, to execute, if applicable, and deliver, to the Buyer at the Closing (or prior to the Closing as may be necessary in order to convey title to the Real Property at the Closing): (i) the Acquired Assets Xxxx of Sale in the form attached hereto as Exhibit A (the “Acquired Assets Xxxx of Sale”); (ii) the Warranty Deeds for the Real Property; (iii) a receipt for the Purchase Price; (iv) the Buyer’s Title Policy and the Lender’s Title Policy; (v) the Non-Competition Agreement in the form attached hereto as Exhibit B executed by Xxxx Xxxxxx (the “Selling Parties Non-Competition Agreement”); (vi) the documents required to be filed with and issued by the appropriate Governmental Entities in connection with the transfer to the Buyer of the Permits; (vii) an assignment of any trademarks, copyrights, Patents and any and all documents, agreements, certificates and other instruments as may be necessary to register the Intellectual Property in the name of the Buyer in any jurisdiction requested by the Buyer, in a form reasonably satisfactory to the Buyer; (viii) appropriate state, county and city transfer tax returns with respect to the real property; (ix) a certificate of an officer of each Seller certifying that the resolutions adopted by its managing body were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Seller of this Agreement and the other Transaction Agreements to which the Seller is a party, and the performance by the Seller of its obligations hereunder and thereunder; (x) a certificate of an officer of each Seller as to the incumbency of certain of the Seller’s officers and certifying that the copies of the Seller’s Governing Documents attached thereto are true and correct; (xi) each of the certificates and other documents contemplated by Section 6.02 hereof; and (xii) such other agreements, certificates and other instruments required to be delivered by the Seller under this Agreement or any of the other Transaction Agreements or as the to Buyer or its counsel may reasonably request to consummate the transactions contemplated by this Agreement or the other Transaction Agreements, including but not limited to a Transition Services Agreement in substantially the form set forth in Exhibit E. (b) The Buyer shall execute, if applicable, and deliver to the Seller at the Closing: (i) the Closing Payment in accordance with Section 1.03(a)Xxxx of Sale; (ii) the Acquired Assets Xxxx Deeds with respect to the Real Property to be transferred by Seller to Buyer pursuant to this Agreement, together with any and all documents, affidavits and instruments required to be filed in connection with the payment of Saleany state, county or local Transfer Taxes required to be paid in connection with the transfer of the Real Property; (iii) the Selling Parties Non-Competition Assignment and Assumption Agreement; (iv) a receipt for the Closing Payment; (v) the Transition Services Agreement; (vi) the Easement Agreement; (vii) the Hog Fuel Supply Agreement; (viii) the OSB Log Supply Agreement; (ix) the Option Agreement; (x) a certificate of the Secretary or an Assistant Secretary (or the equivalent thereof) of the Buyer Seller certifying that the resolutions adopted by the Buyer’s member Board of Directors of Seller attached thereto were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by Seller of this Agreement and the Ancillary Agreements, and the performance by Seller of its obligations hereunder and thereunder; (xi) the License Agreements; (xii) a certificate of the Secretary or an Assistant Secretary (or the equivalent thereof) of Seller as to the incumbency of certain of Seller’s officers and certifying that the copies of Seller’s Restated Certificate of Incorporation and By-laws attached thereto are true and correct; (xiii) the certificate referred to in Section 6.01(c); (xiv) all other necessary deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documentation necessary or reasonably required to transfer the Purchased Assets and the Business as a going concern to Buyer with good title thereto, free and clear of all Encumbrances other than Permitted Encumbrances, including without limitation, registrable transfers of the Assigned Intellectual Property, each in form and substance satisfactory to Buyer, acting reasonably; (xv) all returns, questionnaires, applications or other documents regarding any Transfer Taxes or other registration fees that are required to be filed in order to effectively transfer the Purchased Assets and the Business as a going concern to Buyer. (xvi) all of the Assigned Records that are not already located at the Facilities; (xvii) a certification of non-foreign status for Seller, with respect to the transfer of the Purchased Assets pursuant to this Agreement, in the form and manner which complies with the requirements of Section 1445 of the Code and the regulations promulgated thereunder; (xviii) an opinion of Seller’s General Counsel or Associate General Counsel with respect to the matters set forth on Exhibit A (xix) an opinion of Seller’s outside counsel with respect to the matters set forth on Exhibit B; (xx) all other documents relevant to the closing of the transactions contemplated in this Agreement as Buyer, acting reasonably, may request; and (xxi) each of the other certificates and other documents contemplated by Section 6.01 hereof. (b) Buyer shall execute and deliver or cause to be delivered to Seller at the Closing: (i) by wire transfer in immediately available funds to the account or accounts designated by Seller, the Closing Payment; (ii) the Xxxx of Sale; (iii) the Assignment and Assumption Agreement; (iv) the Transition Services Agreement; (v) the Easement Agreement; (vi) the Hog Fuel Supply Agreement; (vii) the OSB Log Supply Agreement; (viii) the Option Agreement; (ix) a certificate of the Secretary or an Assistant Secretary of Buyer certifying that the resolutions adopted by Buyer’s Board of Directors attached thereto were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by Buyer of this Agreement and the other Transaction Agreements to which it is a partyAncillary Agreements, and the performance by the Buyer of its obligations hereunder and thereunder; (x) a certificate of the Secretary or an Assistant Secretary of Buyer as to the incumbency of certain officers of Buyer and certifying that the copies of Buyer’s certificate of amalgamation and articles attached thereto are true and correct; (xi) all other documents necessary or reasonably required with respect to the assumption by Buyer after the Closing of the Assumed Liabilities, each in form and substance acceptable to Seller, acting reasonably; (xii) the certificate referred to in Section 6.02(c); (xiii) the License Agreements; (xiv) an opinion of Buyer’s counsel with respect to the matters set forth on Exhibit C; (xv) such other documents relevant to the closing of the transactions contemplated in this Agreement as Seller, acting reasonably, may request; and (vxvi) each of the other certificates and other documents contemplated by Section 6.03 6.02 hereof.

Instruments of Conveyance, Transfer, Assumption, Etc. (a) The Seller shall execute, if applicable, execute and deliver, or cause the Title Companyits Subsidiaries, mortgagees or lessees, as appropriate, to execute, if applicable, execute and deliver, to the Buyer at the Closing (or prior to the Closing as may be necessary in order to convey title to the Real Property at the Closing):: (i) the Acquired Assets Xxxx of Sale in the form attached hereto as Exhibit A (the “Acquired Assets Xxxx of Sale”), the Assignment of Trademarks and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale of the Purchased Assets contemplated hereby; (ii) the Warranty Deeds for the Real Property; (iii) a receipt for the Purchase Price; (iii) the Technology Rights Agreement; (iv) the Buyer’s Title Policy and the Lender’s Title PolicySupply Agreement; (v) an affidavit, sworn to under penalty of perjury, setting forth Seller's name, address and federal tax identification number and stating that the Non-Competition Agreement in Seller is not a "foreign person" within the form attached hereto meaning of Section 1445 of the Internal Revenue Code of 1986, as Exhibit B executed by Xxxx Xxxxxx amended, and the decisions, regulations and rulings pertaining thereto (the “Selling Parties Non-Competition Agreement”"Code"); (vi) the such other documents and certificates as may be required to be filed with evidence the Seller's or its Subsidiaries' authority, and issued by the appropriate Governmental Entities in connection with the transfer to the Buyer authority of the Permitsperson or persons executing documents on behalf of the Seller or its Subsidiaries, to consummate the transactions contemplated by this Agreement; (vii) an assignment of any trademarks, copyrights, Patents and any and all documents, agreements, certificates and other instruments as may be necessary to register the Intellectual Property in the name of the Buyer in any jurisdiction requested by the Buyer, in a form reasonably satisfactory to the Buyer; (viii) appropriate state, county and city transfer tax returns with respect to the real property; (ix) a certificate of an officer the Secretary of the Seller and each Seller of its Subsidiaries certifying that the resolutions adopted by the Seller's or its managing body Subsidiaries' Board of Directors attached thereto were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Seller of this Agreement and the other Transaction Agreements to which the Seller is a party, and the performance by the Seller of its obligations hereunder and thereunder; (xviii) a certificate of an officer the Secretary of each of the Seller and its Subsidiaries as to the incumbency of certain of the such Seller’s 's or Subsidiaries' officers and certifying that the copies of the Seller’s Governing Documents 's or its Subsidiaries' Charter and bylaws attached thereto are true and correct; (xiix) each of the certificates and other documents contemplated by Section 6.02 7.02 hereof; and (xiix) such other agreements, certificates and other instruments required to be delivered by the Seller or its Subsidiaries under this Agreement or any of the other Transaction Agreements or as the Buyer or its counsel may reasonably request to consummate the transactions contemplated by this Agreement or the other Transaction Agreements, including but not limited to a Transition Services Agreement in substantially the form set forth in Exhibit E.. (b) The Buyer shall execute, if applicable, execute and deliver to the Seller at the Closing: (i) by wire transfer in immediately available funds to the account or accounts designated by the Seller, the Closing Payment in accordance with Section 1.03(a)Payment; (ii) the Acquired Assets Xxxx Instrument of SaleAssignment and Assumption and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (iii) a receipt for the Selling Parties Non-Competition Xxxx of Sale and the other instruments of conveyance described in Section 2.02(i); (iv) the Technology Rights Agreement; (ivv) the Supply Agreement; (vi) a certificate of the Secretary of each of the Buyer and the Parent certifying that the resolutions adopted by the Buyer’s member 's and the Parent's Boards of Directors attached thereto were duly and validly adopted and are in full force and effect, and authorize ; (vii) a certificate of the execution and delivery by Secretary of each of the Buyer of this Agreement and the other Transaction Agreements Parent as to which it is a party, the incumbency of certain officers of the Buyer and the performance by Parent certifying that the Buyer copies of its obligations hereunder the Buyer's and thereunder; andthe Parent's Charter and bylaws, as the case may be, attached thereto are true and correct; (vviii) each of the certificates and other documents contemplated by Section 6.03 7.03 hereof, and (ix) such other agreements, certificates and other instruments required to be delivered by the Buyer under this Agreement or any of the other Transaction Agreements, or as the Seller or its counsel may reasonably request to carry out the purpose of this Agreement or the other Transaction Agreements.

Instruments of Conveyance, Transfer, Assumption, Etc. (a) The Seller shall execute, if applicable, and deliver, or cause the Title Company, as appropriate, to execute, if applicable, and deliver, to the Buyer at the Closing (or prior to the Closing as may be necessary in order to convey title to the Real Property at the Closing): (i) the Acquired Assets Xxxx of Sale in the form attached hereto as Exhibit A (the “Acquired Assets Xxxx of Sale”); (ii) the Warranty Deeds for the Real Property; (iii) a receipt for the Purchase Price; (iv) the Buyer’s Title Policy and the Lender’s Title Policy; (v) the Non-Competition Agreement in the form attached hereto as Exhibit B executed by Xxxxxx X. Xxxx Xxxxxx III (the “Selling Parties Non-Competition Agreement”); (vi) the Assignment of Contracts as set forth in Exhibit F; (vii) the Xxxx Xxx Xxxx of Sale and Xxxx Xxx Assignment of Contracts as set forth in Exhibits G and H, respectively; (viii) the documents required to be filed with and issued by the appropriate Governmental Entities in connection with the transfer to the Buyer of the Permits; (viiix) an assignment of any trademarks, copyrights, Patents and any and all documents, agreements, certificates and other instruments as may be necessary to register the Intellectual Property in the name of the Buyer in any jurisdiction requested by the Buyer, in a form reasonably satisfactory to the Buyer; (viiix) appropriate state, county and city transfer tax returns with respect to the real property; (ixxi) a certificate of an officer of each Seller and Xxxx Xxx, as the case may be, certifying that the resolutions adopted by its managing body were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Seller and Xxxx Xxx, as the case may be, of this Agreement and the other Transaction Agreements to which the Seller and Xxxx Xxx, as the case may be, is a party, and the performance by the Seller and Xxxx Xxx, as the case may be, of its obligations hereunder and thereunder; (xxii) a certificate of an officer of each Seller and Xxxx Xxx, as the case may be, as to the incumbency of certain of the Seller’s and Xxxx Xxx’x officers and certifying that the copies of the Seller’s Governing Documents attached thereto are true and correct; (xixiii) each of the certificates and other documents contemplated by Section 6.02 hereof; and (xiixiv) such other agreements, certificates and other instruments required to be delivered by the Seller under this Agreement or any of the other Transaction Agreements or as the Buyer or its counsel may reasonably request to consummate the transactions contemplated by this Agreement or the other Transaction Agreements, including but not limited to a Transition Services Agreement in substantially the form set forth in Exhibit E. (b) The Buyer shall execute, if applicable, and deliver to the Seller at the Closing: (i) the Closing Payment in accordance with Section 1.03(a); (ii) the Acquired Assets Xxxx of Sale, the Xxxx Xxx Xxxx of Sale, the Xxxx Xxx Assignment of Contracts and the Assignment of Contracts; (iii) the Selling Parties Non-Competition Agreement; (iv) a certificate of the Secretary of the Buyer certifying that the resolutions adopted by the Buyer’s member attached thereto were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Buyer of this Agreement and the other Transaction Agreements to which it is a party, and the performance by the Buyer of its obligations hereunder and thereunder; and (v) each of the certificates and other documents contemplated by Section 6.03 hereof.

Instruments of Conveyance, Transfer, Assumption, Etc. (a) The Seller shall execute, if applicable, and deliver, or cause the Title Company, as appropriate, to execute, if applicable, and deliver, to the Buyer at the Closing (or prior to the Closing as may be necessary in order to convey title to the Real Property at the Closing): (i) the Acquired Assets Xxxx of Sale in the form attached hereto as Exhibit A (the “Acquired Assets Xxxx of Sale”); (ii) the Warranty Deeds for the Real Property; (iii) a receipt for the Purchase Price; (iv) the Buyer’s Title Policy and the Lender’s Title Policy; (v) the Non-Competition Agreement in the form attached hereto as Exhibit B executed by Xxxx Xxxxxx (the “Selling Parties Non-Competition Agreement”); (vi) the documents required to be filed with and issued by the appropriate Governmental Entities in connection with the transfer to the Buyer of the Permits; (vii) an assignment of any trademarks, copyrights, Patents and any and all documents, agreements, certificates and other instruments as may be necessary to register the Intellectual Property in the name of the Buyer in any jurisdiction requested by the Buyer, in a form reasonably satisfactory to the Buyer; (viii) appropriate state, county and city transfer tax returns with respect to the real property; (ix) a certificate of an officer of each Seller certifying that the resolutions adopted by its managing body were duly and validly adopted and are in full force and effect, and authorize the execution and delivery by the Seller of this Agreement and the other Transaction Agreements to which the Seller is a party, and the performance by the Seller of its obligations hereunder and thereunder; (x) a certificate of an officer of each Seller as to the incumbency of certain of the Seller’s officers and certifying that the copies of the Seller’s Governing Documents attached thereto are true and correct; (xi) each of the certificates and other documents contemplated by Section 6.02 hereof; and (xii) such other agreements, certificates and other instruments required to be delivered by the Seller under this Agreement or any of the other Transaction Agreements or as the Buyer or its counsel may reasonably request to consummate the transactions contemplated by this Agreement or the other Transaction Agreements, including but not limited to a Transition Services Agreement in substantially the form set forth in Exhibit E. (b) The Buyer shall execute, if applicable, properly execute and deliver to the Seller Buyer at the Closing: (i) the Closing Payment in accordance with Section 1.03(a); (ii) the Acquired Assets a Xxxx of Sale; (ii) assignments and consents to assignments, in form satisfactory to Buyer, with respect to each of the contracts and other agreements and rights to be assigned to Buyer hereunder which require for such assignment the consent or waiver of any third party; (iii) general warranty deeds in proper form for recordation and otherwise satisfactory in form and substance to Buyer's counsel sufficient to vest in Buyer good, marketable and insurable title to the Selling Parties real property described in Schedule 3.10; (iv) the Non-Competition Compete Agreement; (ivv) Certificates of the respective Secretaries of State of the States of Delaware and South Carolina as to the legal existence and the good standing of Seller in Delaware and the qualification of Seller to conduct business as a foreign corporation and the good standing of Seller in South Carolina; and (vi) a certificate of the Secretary of Seller, as to: (A) The certificate of incorporation and By-laws of Seller (copies of which shall be attached to such certificate); (B) The resolutions of the Buyer certifying that the resolutions adopted by the Buyer’s member Board of Directors of Seller (copies of which shall be attached thereto were duly and validly adopted and are in full force and effect, and authorize to such certificate) authorizing the execution and delivery by of the Buyer of this Agreement and the other Transaction Acquisition Agreements to which it is a party, party and the performance by consummation of the Buyer of its obligations hereunder and thereundertransactions contemplated thereby; and (vC) each Incumbency and specimen signatures of the certificates officers of Seller and other documents representatives, if any, of Seller who negotiated the transactions contemplated by Section 6.03 hereof.hereby and/or signed any agreements, documents, instruments or certificates in connection herewith; and