Common use of The Closing; Payment of Purchase Price Clause in Contracts

The Closing; Payment of Purchase Price. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by the exchange of Closing documents by Sellers and Purchaser on November 30, 2006, or on such other date mutually agreeable to Purchaser and Sellers (“Closing Date”). The Closing will be effective as of the close of business on November 30, 2006. (b) Subject to the terms and conditions set forth in this Agreement, the parties agree to consummate, on the Closing Date, the transactions described below. (i) Sellers will assign and transfer to Purchaser good, valid and marketable title in and to the Purchased Assets, free and clear of all Liens (as defined in Section 4.4(a) below) by delivering to Purchaser (A) a xxxx of sale and assignment in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale”), and (B) warranty deeds in substantially the form attached as Exhibit B (the “Deeds”). (ii) Purchaser shall deliver to Sellers (or Sellers’ nominee) (i) the sum of Two Hundred Fifty Thousand Canadian Dollars ($250,000.00 CDN), (ii) a note payable to Sellers (or Sellers’ nominee) in the original principal amount of Six Million Five Hundred Thousand Canadian Dollars ($6,500,000.00 CDN) in the form of Exhibit C hereto and hereby made a part hereof (“Note”), (iii) a deed of trust in the form of Exhibit D hereto and hereby made a part hereof with Xxxxxx Xxxxx (or other Sellers’ nominee) as the trustee for the Sellers securing the Note (the “Deed of Trust”), and (iv) Three Million Six Hundred Twenty Thousand (3,620,000) shares of the unregistered and restricted .01 par value common capital stock of the Purchaser. (iii) Each of the parties shall deliver the documents required to be delivered to the other party or parties hereunder. (iv) Each Seller shall deliver to Purchaser an Escrow Agreement in the form of Exhibit E hereto (the “Escrow Agreement”) and a Representation and Stock Restriction Agreement in the form of Exhibit F hereto (the “Representation and Stock Restriction Agreement”).

The Closing; Payment of Purchase Price. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by the exchange of Closing documents by Sellers and Purchaser on November 30or before April 15, 20062011, or on such other date mutually agreeable to Purchaser and Sellers (“Closing Date”). The Closing will be effective as of the close of business on November 30, 2006. (b) Subject to the terms and conditions set forth in this Agreement, the parties agree to consummate, on the Closing Date, the transactions described below. (i) Sellers will assign and transfer to Purchaser good, valid and marketable title in and to the Purchased Assets, free and clear of all Liens (as defined in Section 4.4(a) belowherein) by delivering to Purchaser Purchaser: (A) a xxxx of sale and assignment in substantially the form attached hereto as Exhibit A Schedule “D” (the “Xxxx of Sale”), and (B) warranty Quitclaim deeds in substantially the form attached as Exhibit B Schedule “E” (the “Deeds”).; (C) such other documentation as may be required to transfer title to the Purchased Assets to the Purchaser as contemplated in this Agreement; (ii) Purchaser shall deliver to the Sellers (or Sellers’ nominee) (i) such other nominees as they may direct the sum of Two Five Hundred Fifty and Forty Five Thousand Canadian Dollars ($250,000.00 CDNUS$545,000), (ii) a note payable to Sellers (or Sellers’ nominee) in the original principal amount of Six Million Five Hundred Thousand Canadian Dollars ($6,500,000.00 CDN) in the form of Exhibit C hereto and hereby made a part hereof (“Note”), ; (iii) a deed Xxxxxxx Xxxx shall deliver to the Covenantor: (A) share certificates of trust in Cherry Hill Mining Company, Inc. (“CHMC”) representing 51% of the form issued and outstanding shares of Exhibit D hereto common stock of CHMC duly endorsed for cancellation by CHMC; and hereby made a part hereof with Xxxxxx Xxxxx (or other Sellers’ nomineeB) as the trustee for all of CHMC’s corporate books and records and tax returns, and all rights of the Sellers securing to any tax refunds, including tax refunds for periods prior to the Note (Closing Date relating to the “Deed of Trust”), and Purchased Assets; (iv) Three Million Six Hundred Twenty Thousand (3,620,000) shares The Sellers and Covenantor shall deliver to the Purchaser all required consents, resolutions and approvals of the unregistered Sellers and restricted .01 par value common capital stock Covenantor and any applicable governmental authorities or third parties required to consummate the sale of the Purchaser.Purchased Assets; (iiiv) The Purchaser shall deliver to the Covenantor and the Sellers all required consents, resolutions and approvals of the Purchaser and any applicable governmental authorities or third parties required to consummate the sale of the Purchased Assets; and (vi) Each of the parties shall deliver the documents required to be delivered to the other party or parties hereunder. (iv) Each Seller shall deliver to Purchaser an Escrow Agreement in the form of Exhibit E hereto (the “Escrow Agreement”) and a Representation and Stock Restriction Agreement in the form of Exhibit F hereto (the “Representation and Stock Restriction Agreement”).