Common use of Closing Deliveries by Purchaser Clause in Contracts

Closing Deliveries by Purchaser. Purchaser shall deliver or cause to be delivered to Seller the following items at the Closing: (i) the Purchase Price; (ii) a certificate duly executed by a duly authorized officer of Purchaser and dated as of the Closing Date attesting to the matters set forth in Sections 7.3(b) and 7.3(c); (iii) counterparts of the General Assignment and Assumption, duly executed by Purchaser and dated as of the Closing Date; (iv) any Conveyance Instruments in respect of the Land to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (v) counterparts of the Equity Interest Assignment, duly executed by Purchaser and dated as of the Closing Date; (vi) counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, substantially in the form of Exhibit F attached hereto (the “Operating Agreement Amendment”); and (vii) all such other instruments of assumption reasonably requested by Seller or CREC, in form reasonably satisfactory to Purchaser and CREC, as are necessary for Purchaser to assume the Assumed Liabilities in accordance with the terms hereof.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver deliver, or cause to be delivered delivered, to Seller the following items at the Closingfollowing: (ia) the Purchase PriceInitial Payment, by wire transfer of immediately available Euros, in the amount and the manner provided in Section 2.5; (iib) a certificate copy of the resolutions of the Board of Directors (or equivalent body) of Purchaser and any applicable Subsidiary of Purchaser authorizing the execution, delivery and performance of this Agreement and any of the Ancillary Agreements, as applicable, to which it is a party; (c) a receipt for the Acquired Assets acknowledging the purchase of the Acquired Assets pursuant to this Agreement duly executed by Purchaser; (d) the certificate referred to in Section 8.1(e) signed by a duly authorized officer of Purchaser and dated as of the Closing Date attesting to the matters set forth in Sections 7.3(b) and 7.3(c)Purchaser; (iiie) counterparts a duly executed counterpart of each of the General Assignment and AssumptionAncillary Agreements, each executed by Purchaser or one of its Subsidiaries that is a party thereto; (f) a receipt for the Cash Amount duly executed by Purchaser and dated as of the Closing Date; (iv) any Conveyance Instruments in respect of the Land to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (v) counterparts of the Equity Interest Assignment, duly executed by Purchaser and dated as of the Closing Date; (vi) counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, substantially in the form of Exhibit F attached hereto (the “Operating Agreement Amendment”)Purchaser; and (viig) all such other further instruments and documents as may be required to be delivered by Purchaser pursuant to the terms of assumption this Agreement or as may be reasonably requested by Seller in connection with the closing of the transactions contemplated hereby or CREC, in form reasonably satisfactory to complete the assumption by Purchaser and CREC, as are necessary for Purchaser to assume or any of its Subsidiaries of the Assumed Liabilities in accordance with the terms hereofLiabilities.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller the following items at the Closingto Seller: (i) the Purchase Price; (ii) a certificate duly executed by certificates of a duly authorized officer of Purchaser and dated as of the Closing Date attesting to the matters set forth in Sections 7.3(b9.3(b) and 7.3(c9.3(c); (iii) duly executed counterparts of the General Assignment and Assumption, duly executed by Purchaser the Assignment and dated as Assumption of Real Property Leases, the Closing DateAssignment and Assumption of Timberland Leases, the Assignment and Assumption of Timber Deeds, the Memorandum of Assignment and Assumption of Real Property Leases; (iv) duly executed counterparts of the Harvesting Agreement; (v) duly executed counterparts of the Timber Supply Documents to which Purchaser is a party, including, without limitation the New Supply Agreements; (vi) any Conveyance Instruments in respect of the Land Property to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (vvii) counterparts of the Equity Interest Assignment, duly executed by Purchaser and dated as of the Closing Date; (vi) counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, one or more easements substantially in the form of Exhibit F attached hereto (N to the “Operating Agreement Amendment”)extent necessary to evidence the right of Seller, or such other Persons as shall be designated by Seller, to use the Reserved Easements; and (viiviii) all such other instruments of assumption reasonably requested by Seller or CRECnecessary, in form reasonably satisfactory to Purchaser and CRECthe reasonable opinion of Seller, as are necessary for Purchaser to assume the Assumed Liabilities in accordance with the terms hereofLiabilities.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver deliver, or cause to be delivered delivered, to Seller the following items at the Closingclosing deliverables: (ia) the Purchase PriceClosing Cash Payment; (iib) a certificate duly executed by a duly authorized officer of Purchaser and dated as of the Closing Date attesting to the matters set forth in Sections 7.3(bSecretary (or equivalent officer) and 7.3(c); (iii) counterparts of the General Assignment and AssumptionPurchaser, duly executed by Purchaser and dated as of the Closing Date; (iv) any Conveyance Instruments in respect of the Land to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (v) counterparts of the Equity Interest Assignment, duly executed by Purchaser and dated as of the Closing Date; (vi) counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, substantially (A) certifying that attached thereto is a true and complete copy of the resolutions adopted by the board of directors of Purchaser, authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents to which Purchaser is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby and (B) attesting to the satisfaction of the conditions set forth in Section 7.2(a) and Section 7.2(b) in form and substance reasonably acceptable to Seller; (c) counterpart, duly executed by Purchaser, of the form ▇▇▇▇ of Exhibit F attached hereto Sale; (d) counterpart, duly executed by Purchaser, of the “Operating Agreement Amendment”)Assignment and Assumption Agreement; (e) Preliminary Change of Ownership Report, duly executed by Purchaser; and (viif) all such other instruments certificates, agreements and other documents required by this Agreement (or as Seller may reasonably request that are customary for a transaction of assumption reasonably requested this nature and necessary to evidence or consummate the transactions contemplated by Seller this Agreement) to be delivered by Purchaser at or CREC, prior to the Closing in form reasonably satisfactory to Purchaser and CREC, as are necessary for Purchaser to assume the Assumed Liabilities in accordance connection with the terms hereoftransactions contemplated by this Agreement.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller the following items at the Closingto Seller: (i) the Purchase Price, in the manner provided by Section 1.4(d); (ii) a certificate duly executed the Letters of Credit securing the Timber Notes issued by a duly authorized officer of Purchaser and dated as Subsidiary in respect of the Closing Date attesting to the matters set forth in Sections 7.3(b) and 7.3(c)Installment Note Purchase Price; (iii) duly executed counterparts of the General Assignment and Assumption, duly executed by Purchaser and dated as of the Closing Date; (iv) any Conveyance Instruments in respect of the Land Property to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (v) counterparts of the Equity Interest Assignment, duly executed by one or more easements in form and substance reasonably acceptable to Purchaser and dated Seller, to the extent necessary to evidence the right of Seller, or such other Persons as of shall be designated by Seller, to use the Closing DateReserved Easements; (vi) duly executed counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, substantially in the form of Exhibit F attached hereto (the “Operating Agreement Amendment”); andUse Restriction; (vii) duly executed counterparts of the ROFR Memoranda; (viii) a duly executed counterpart of the Right of First Refusal Agreement; (ix) all such other instruments of assumption reasonably requested by Seller or CRECnecessary, in form reasonably satisfactory to Purchaser and CRECthe reasonable opinion of Seller, as are necessary for Purchaser to assume the Assumed Liabilities in accordance with Liabilities; and (x) duly executed counterparts to the terms hereofclosing statement.