Note to Seller Sample Clauses

Note to Seller. Seller shall select the Project type offered and designate the month, date, year for compliance with the Critical Milestone, consistent with IDD.]

Note to Seller. Buyer has the right to Inspect the Property and, as specified in paragraph 18, based upon information discovered in those inspections: (i) cancel this Agreement; or (ii) request that you make Repairs or take other action.

Note to Seller. Do not initial here if you intend that Buyer may use e-mail to deliver any required notices under this Agreement to you.

Note to Seller. To align definition with agreed definition of “VAT” in the EAPA. (e) any capitalized terms used in any Exhibit, Schedule or Annex but not otherwise defined therein shall have the meaning as defined in this Agreement; (f) all Exhibits, Schedules and Annexes annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein; (g) unless otherwise indicated, references herein: (i) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (ii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; (h) the word “including” and words of similar import when used in this Agreement will mean “including, without limitation”, unless otherwise specified; (i) the words “hereof”, “herein”, “hereby”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement; (j) the term “or” is not exclusive; (k) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (l) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not simply mean “if”; (m) references to “day” or “days” mean calendar days unless otherwise specified; (n) all time periods will be counted excluding the date when such period begins and including the last date when such period ends; (o) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day; (p) references to a Person are also to its successors and permitted assigns; (q) unless otherwise indicated, “the Company Group” shall refer to each member of the Company Group; and (r) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.

Note to Seller. Buyer’s comments to this draft remain subject in all respect to the completion of legal, tax and financial diligence, review of the complete Disclosure Schedules and Schedules to the APA and draft Ancillary Documents (including the Bid Procedures and Sale Order). 1. DEFINITIONS; INTERPRETATION. (a) Definitions (b) Interpretation; Construction 2. Sale and Purchase of Acquired Assets; Excluded Assets; Assumption of Liabilities. (a) Purchase and Sale of Acquired Assets (b) Excluded Assets (c) Assumed Liabilities (d) Excluded Liabilities (e) Assumption of the Acquired Agreements and Assumed Liabilities (f) Further Assurances

Note to Seller. At the Closing, Buyer shall deliver to Seller a secured subordinated note in favor of Seller in the amount of Three Million Two Hundred Thousand Dollars (CDN$3,200,000) substantially in the form attached hereto as Exhibit A (the “Note”). The Note shall provide for interest at one percent (1%) over the prime rate of interest charged by Comerica Bank, calculated from the Closing date and payable quarterly in arrears commencing April 1, 2007, and for principal payments of Two Hundred Thousand Dollars (CDN$200,000) quarterly commencing April 1, 2007, with the final instalment of principal and interest thereon due December 31, 2007. The Note shall be secured by a general security agreement granting Seller a security interest over all of the Purchased Assets, which agreement is to be substantially in the form annexed hereto as Exhibit B (“General Security Agreement”) and is to be delivered by Buyer to Seller at Closing. Seller’s security interest shall be subordinated to the interest of Buyer’s senior secured credit facility but shall otherwise rank ahead of Seller’s other secured creditors. Notwithstanding the foregoing and any other provision of this Agreement, if the Closing Net Working Capital is less than $5,000,000, such shortfall shall cause a dollar for dollar reduction in the amount of the Note and the Purchase Price, and if the Closing Net Working Capital is more than $7,500,000, such excess shall cause a dollar for dollar increase in the amount of the Note and the Purchase Price.

Note to Seller. At the time of sale or transfer of the property or the perpetual timber rights: The seller is responsible for delivering (by certified mail or in person) the SIGNED ORIGINAL to the DNR Region Office in which the property is located. However, if you choose to also have this form recorded by the county, the original is delivered to the county and a copy delivered (by certified mail or in person) to the DNR Region Office. Purchase and Sale Agreement – page 25 of 25

Note to Seller. At the time of sale or transfer of the property or the perpetual timber rights:

Note to Seller. This section could be replaced with an HCE option to purchase by HCE as of a certain date after COD, e.g. at the start of year 7…]