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
Appears in 1 contract
Sources: Timberland Purchase and Sale Agreement (Neenah Paper Inc)
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) Assignment and Assumption the Stumpage Agreement for an annual supply of that certain mutual road access agreement standing timber to be harvested from the Real Property by and between Seller and Atlantic Star Forestry Ltd. executed Purchaser in the form attached hereto as of June 29, 2006 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”);
(vvi) Consents or resolutions of the board of directors of Seller authorizing the transaction contemplated by this Agreement;
(vivii) Seller’s Closing Certificate;
(viiviii) 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;
(viiiix) Closing Statement;
(ixx) ▇▇▇▇ of Sale (for Personal Property); and
(xxi) Forms required under the Land Registration Act and the Partial Assignment of Conversion Agreement.
(xixii) 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.
(xiixiii) 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 Cash in the amount of the Purchase Price and Purchaser’s share of closing costs and prorations by wire transferprorations;
(ii) the Assignment and Assumption of Temporary Encumbrances;
(iii) the Partial Assignment of the Conversion Agreement;
(iv) the Assignment of Stumpage Agreement;
(v) the Mutual Road Access Agreement;
(vvi) Consents or resolutions of the board of directors of Purchaser authorizing the transaction contemplated by this Agreement;
(vivii) Purchaser’s Closing Certificate;
(viiviii) Affidavits required by the title insurance company, if any; and
(ix) Closing Statement.
Appears in 1 contract
Sources: Timberland Purchase and Sale Agreement (Neenah Paper Inc)